SC 13D

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

0

0001193125-22-168335.txt : 20220606 0001193125-22-168335.hdr.sgml : 20220606 20220606161402 ACCESSION NUMBER: 0001193125-22-168335 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20220606 DATE AS OF CHANGE: 20220606 GROUP MEMBERS: BEATRICE B. TAPLIN GROUP MEMBERS: BRITTON T. TAPLIN GROUP MEMBERS: FRANK F. TAPLIN GROUP MEMBERS: MARITAL TRUST CREATED BY THE AGREEMENT, DATED JANUARY 21, 1966, AS SUPPLEMENTED, AMENDED & RESTATED, BETWEEN PNC BANK & BEATRICE TAPLIN, AS TRUSTE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Hamilton Beach Brands Holding Co CENTRAL INDEX KEY: 0001709164 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC HOUSEWARES & FANS [3634] IRS NUMBER: 311236686 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-90132 FILM NUMBER: 22998208 BUSINESS ADDRESS: STREET 1: 4421 WATERFRONT DRIVE CITY: GLEN ALLEN STATE: VA ZIP: 23060 BUSINESS PHONE: 804-273-9777 MAIL ADDRESS: STREET 1: 4421 WATERFRONT DRIVE CITY: GLEN ALLEN STATE: VA ZIP: 23060 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Abigail II, LLC CENTRAL INDEX KEY: 0001833144 IRS NUMBER: 822812443 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 5910 S UNIVERSITY BLVD. STREET 2: SUITE C-18 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80121 BUSINESS PHONE: 3038982831 MAIL ADDRESS: STREET 1: 5910 S UNIVERSITY BLVD. STREET 2: SUITE C-18 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80121 SC 13D 1 d298740dsc13d.htm SC 13D SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No. )

HAMILTON BEACH BRANDS HOLDING COMPANY

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

40701T 104

(CUSIP Number)

Britton T. Taplin

5910 South University Boulevard, Unit C-18

Greenwood Village, Colorado 80121-2879

(303) 892-9400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 2022

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Abigail II LLC Tax ID No. 82-2812443
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS* OO – See Item 3
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Colorado


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Marital Trust created by the Agreement, dated January 21, 1966, as supplemented, amended and restated, between PNC Bank and Beatrice Taplin, as Trustees, and Thomas E. Taplin, for the benefit of Beatrice B. Taplin
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS* OO – See Item 3
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION USA


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Beatrice B. Taplin
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS* OO – See Item 3
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION USA


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Britton T. Taplin
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS* OO – See Item 3
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION USA


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Frank F. Taplin
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS* OO – See Item 3
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION USA

Part II to Schedule D

Item 1. Security and Issuer.

The title and Class of equity securities to which this Schedule 13D relates is Class A common stock, par value $0.01 per share (“Class A Common”), of Hamilton Beach Brands Holding Company (the “Issuer”). The address of the principal executive offices of the Issuer is Hamilton Beach Brands Holding Company, 4421 Waterfront Dr., Glen Allen, Virginia 23060.

Item 2. Identity and Background.

(a)—(c) This Schedule 13D is filed on behalf of Abigail II LLC, a Colorado limited liability company (“Abigail II”), the managers of Abigail II (the “Managers”) and the members of Abigail II (the “Members” and, collectively with Abigail II and the Managers, the “Reporting Persons”) who, pursuant to Rule 13d-5(b)(1) under the Securities Exchange Act of 1934 (the “Act”), may be deemed as a group to have acquired beneficial ownership of the Class A Common of the Issuer as a result of such Reporting Persons, including their revocable trusts, becoming signatories to the Operating Agreement of Abigail II, dated as of September 18, 2017, as amended, among the Members party thereto (the “Abigail II Operating Agreement”), filed as Exhibit 1 hereto and incorporated herein by reference.

Although the Reporting Persons are making this joint filing, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists within the meaning of the Act.

The names, and, for purposes of this filing, the business address, and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, as well as the state of organization, principal business, address of the principal business and the address of the principal office, as applicable, for the Reporting Persons are as follows:

Abigail II LLC. Abigail II is a Colorado limited liability company. Its principal business is to hold, buy and sell under common management, certain securities, including shares of Class A Common and Class B common stock of the Issuer, par value $0.01 per share (“Class B Common”), beneficially owned by certain of the Reporting Persons. The address of its principal business and its principal office is 5910 South University Boulevard, Unit C-18, Box 434, Greenwood Village, Colorado 801212879. Beatrice B Taplin is a trustee and primary beneficiary of the Thomas E. Taplin Marital Trust acting as a Member of Abigail II. The following Reporting Persons are the Managers and remaining Members of Abigail II: Britton T. Taplin and Frank F. Taplin.

Marital Trust created by the Agreement, dated January 21, 1966, as supplemented, amended and restated, between PNC Bank and Beatrice Taplin, as Trustees, and Thomas E. Taplin, for the benefit of Beatrice B. Taplin. Ms. Taplin is the trustee of the trust. Ms. Taplin’s resident address is 11 Cherry Hills Drive Englewood, Colorado 80110. She is retired.

Beatrice B. Taplin. Ms. Taplin’s resident address is 11 Cherry Hills Drive Englewood, Colorado 80110. She is retired.

Britton T. Taplin. Mr. Britton Taplin’s resident address is 4960 S. Lafayette Lane, Englewood, CO 80113. He is self-employed in investments.

Frank F. Taplin. Mr. Frank Taplin’s resident address is 8491 W. Sunset Blvd., #252, Los Angeles, California 90069. He is self-employed.

Item 3. Source and Amount of Funds or Other Consideration.

The Class A Common held by the Reporting Persons was primarily acquired on September 29, 2017, when NACCO Industries, Inc., a Delaware corporation (“NACCO”), completed the spin-off of the Issuer to NACCO’s stockholders (the “Spin-off”) and, subsequently thereto, in transfers pursuant to estate planning transactions. Immediately following the Spin-off, the Issuer became an independent public company.

Prior to the Spin-off, the Members transferred shares of Class A common stock of NACCO, par value $1.00 per share (the “NACCO Class A Common”) to Abigail II on September 18, 2017, as capital contributions, pursuant to the Abigail II Operating Agreement, in connection with the formation of Abigail II. Immediately following such initial capital contributions, the Reporting Persons held the following ownership interests in Abigail II: Beatrice B. Taplin (98.71%); Theodore D. Taplin (0.43%); Britton T. Taplin (0.43%); and Frank F. Taplin (0.43%).

To effect the spin-off, NACCO made a distribution of all of the outstanding shares of the Issuer’s common stock held by NACCO to NACCO common stockholders as of the record date, which was the close of business on September 29, 2017. For each share of NACCO Class A Common held on September 26, 2017, NACCO distributed one share of Class A Common and one share of Class B Common. Similarly, for each share of Class B common stock of NACCO, par value $1.00 per share (the “NACCO Class B Common”) held on September 26, 2017, NACCO distributed one share of Class B Common and one share of Class A Common.

NACCO stockholders were not required to pay for shares of Class A Common or Class B Common received in the spin-off, or to surrender or exchange shares of NACCO Class A Common or NACCO Class B Common or take any other action to receive the Class A Common or Class B Common.

Immediately after the Spin-off, holders of NACCO Class A Common and NACCO Class B Common held all of the outstanding shares of the Class A Common and Class B Common. In connection with the spin-off, NACCO distributed 6,836,716 shares of Class A Common and 6,836,716 shares of Class B Common to NACCO stockholders.

On November 11, 2020, Beatrice B. Taplin sold 88.71% of her ownership interest in Abigail II, in equal amounts, to Britton T. Taplin and Frank F. Taplin (the “Beatrice Taplin Sale”), pursuant to a purchase agreement, dated November 11, 2020 (the “BT Purchase Agreement”), by and among Thomas E. Taplin Marital Trust, Britton T. Taplin Revocable Trust and The Sandy Trust u/a dated 07/24/1998 (f/b/o Frank F. Taplin). Pursuant to the BT Purchase Agreement and as consideration for the Beatrice Taplin Sale, Britton T. Taplin and Frank F. Taplin have each executed a promissory note in favor of the Thomas E. Taplin Marital Trust for the principal amount of $6,822,339.08, providing for annual interest payments and a maturity date of November 11, 2025.

On November 11, 2020, the Theodore D. Taplin Revocable Trust sold 100% of its ownership interest in Abigail II, in equal amounts, to Britton T. Taplin and Frank F. Taplin (the “Theodore Taplin Sale”), pursuant to a purchase agreement, dated November 11, 2020 (the “TDT Purchase Agreement”), by and among Theodore D. Taplin Revocable Trust, Britton T. Taplin Revocable Trust and The Sandy Trust u/a dated 07/24/1998 (f/b/o Frank F. Taplin). Pursuant to the TDT Purchase Agreement, the Theodore D. Taplin Revocable Trust received a payment of cash in consideration of its ownership interest in Abigail II.

Immediately following the Beatrice Taplin Sale and the Theodore Taplin Sale, the Reporting Persons held the following ownership interests in Abigail II: Beatrice B. Taplin (10%); Britton T. Taplin (45%); and Frank F. Taplin (45%).

Subsequent to the Spin-Off, the Reporting Persons have acquired shares of Class A Common in swaps under the Stockholders’ Agreement (as defined below), including a series of swaps on June 3, 2022.

Item 4. Purpose of Transaction.

The purpose of the formation of Abigail II, the Beatrice Taplin Sale and the Theodore Taplin Sale was to (a) provide the Members with a mechanism for consolidating the management of their holdings of Class A Common and Class B Common in a manner that would allow coordinated family management of such Class A Common and Class B Common and (b) to facilitate the estate planning objectives of the Members.

Item 5. Interest in Securities of the Issuer.

(a)—(b) Although each Reporting Person disclaims beneficial ownership of any shares of Class A Common beneficially owned by each other Reporting Person, pursuant to the Act and regulations thereunder the Reporting Persons may be deemed as a group to have acquired beneficial ownership of 698,200 shares of Class A Common, the aggregate number of shares of Class A Common which are subject to the terms of the Abigail II Operating Agreement, representing 6.83% of the outstanding Class A Common as of May 31, 2022.

Abigail II LLC. Abigail II is made up of the individuals and entities holding ownership interests in Abigail II. Abigail II may be deemed to be a “group” as defined under the Act and therefore may be deemed as a group to beneficially own 698,200 shares of Class A Common held by Abigail II. Although Abigail II holds the 698,200 shares of Class A Common, it does not have any power to vote or dispose of such shares of Class A Common. Beatrice, B. Taplin, Britton T. Taplin and Frank F. Taplin (the “Taplin Family”), as Members, are deemed to share the power to vote and dispose of such shares of Class A Common. Collectively, the 698,200 shares of Class B Common beneficially owned by Abigail II constitute approximately 6.83% of the Class A Common outstanding as of May 31, 2022.

Marital Trust created by the Agreement, dated January 21, 1966, as supplemented, amended and restated, between PNC Bank and Beatrice Taplin, as Trustees, and Thomas E. Taplin, for the benefit of Beatrice B. Taplin. The trust has no power to vote or dispose of any shares of Class A Common. Beatrice B. Taplin and National City Bank, as co-trustees, have the sole power to vote and dispose of the shares of Class A Common held by the trust.

Beatrice B. Taplin. Ms. Taplin has the sole power to vote and dispose of 174,912 shares of Class A Common. Ms. Taplin is deemed to share with National City Bank the power to vote and dispose of 100,236 shares of Class A Common, held in trust for her grandkids, for which she is a co-trustee and is deemed to share with the Taplin Family the power to vote and dispose of 698,200 shares of Class B Common held in a trust for Abigail II. Collectively, the 923,230 shares of Class A Common beneficially owned by Ms. Taplin constitute approximately 6.09% of the Class A Common outstanding as of May 31, 2022.

Britton T. Taplin. Mr. Taplin has the sole power to vote and dispose of 120,336 shares of Class A Common. Mr. Taplin is deemed to share with his spouse (DiAhn E. Taplin) the power to vote 10,000 shares of Class A Common and is deemed to share with his spouse (DiAhn E. Taplin) the power to dispose of 11,510 shares of Class A Common and is deemed to share with the Taplin Family the power to vote and dispose of 40,566 shares of Class A Common held in trust for Abigail, LLC for which Mr. Taplin is a co-trustee with the Taplin Family and is deemed to share with the Taplin Family the power to vote and dispose of 698,200 shares of Class A Common held in a trust for Abigail II. Collectively, the 942,286 shares of Class A Common beneficially owned by Mr. Taplin constitute approximately 9.21% of the Class A Common outstanding as of May 31, 2022.

Frank F. Taplin. Mr. Frank Taplin has the sole power to vote and dispose of 50,566 shares of Class A Common. Mr. Frank Taplin is deemed to share with the Taplin Family the power to vote and dispose of 40,566 shares of Class B Common held in trust for Abigail, LLC for which Mr. Taplin is a co-trustee with the Taplin Family and is deemed to share with the Taplin Family the power to vote and dispose of 698,200 shares of Class A Common held in a trust for Abigail II. Collectively, the 892,968 shares of Class A Common beneficially owned by Mr. Frank Taplin constitute approximately 8.73% of the Class A Common outstanding as of May 31, 2022.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Abigail II LLC

Under the terms of the Abigail II Operating Agreement filed as Exhibit 1 hereto and incorporated herein by reference, the Managers have the power to vote the Class A Common and Class B Common held by Abigail II. Further, under such terms, the Managers generally exercise such power by a vote of the majority of the Managers.

Under the terms of the Abigail II Operating Agreement, the Company may not dispose of Class A Common or Class B Common, or convert Class B Common into Class A Common, without the consent of all of the Members of Abigail II.

The Abigail II Operating Agreement restricts the transfer of ownership interests in Abigail II (“Abigail II Ownership Interests”) by the Members by requiring prior written consent of all the other Members and providing the Members and Abigail II with a right of first refusal to acquire Abigail II Ownership Interests that a Member desires to sell and a repurchase obligation to compel the sale of Abigail II Ownership Interests by the Members under certain circumstances. These transfer restrictions, rights of first refusal and repurchase obligations are more fully set forth in the Abigail II Operating Agreement.

Stockholders’ Agreement

The Stockholders’ Agreement, dated as of September 29, 2017, among the signatories thereto and the Issuer (the “Stockholders’ Agreement”), filed as Exhibit 2 hereto and incorporated herein by reference, requires a signatory to offer the shares of Class B Common beneficially owned by such signatory to all of the other signatories upon the occurrence of either of the following: (a) the proposed conversion of shares of Class B Common by such signatory into shares of Class A

Common and (b) the proposed sale, transfer or other disposition of Class B Common by such signatory to any permitted transferee (under the terms of the Class B Common) who is not a signatory to the Stockholders’ Agreement. In either of these cases, the signatory proposing to enter into one of these transactions must notify all of the other signatories and then must allow each such other signatory the opportunity to purchase such signatory’s pro rata portion of the shares of Class B Common that are subject to the proposed transaction in accordance with the procedures described below. The Stockholders’ Agreement, however, does not restrict transfers of Class B Common among the signatories or any other permitted transferee who becomes a signatory to the Stockholders’ Agreement.

A signatory proposing to engage in a transaction triggering a right of first refusal must first give written notice of the proposed transaction by registered mail to the Issuer, which acts as depository under the Stockholders’ Agreement. The depository, in turn, is required to send such notice promptly to all of the other signatories. Following receipt of such notice, each other signatory will have seven (7) business days to elect whether or not to purchase his, her or its pro rata portion of the shares of the Class B Common which have triggered a right of first refusal. A signatory’s pro rata portion will be determined by dividing the number of shares of Class B Common which such person owns by the number of shares of Class B Common which are owned by all of the other signatories who similarly may elect to purchase the shares of Class B Common which have triggered the right of first refusal. A notice electing to purchase a pro rata portion of the shares of Class B Common must be sent to the depository by the end of the seven (7) business day period. If the signatories electing to purchase do not elect to purchase all of the shares of Class B Common, then such signatories have an additional five (5) business days to agree among themselves how to allocate the shares not purchased. If they cannot reach any agreement, the allocation shall be pro rata. If there are still shares of Class B Common which are not purchased following such allocation, then the Issuer shall have an additional three (3) business days to decide whether or not to purchase the remaining shares. The Issuer, however, is under no obligation to purchase any such shares.

Following the completion of such procedures, the signatory who has triggered the right of first refusal is free, for a period of thirty (30) business days, to convert the shares of Class B Common, if any, which remain, into shares of Class A Common. If the signatory had originally proposed to transfer the shares, such signatory would be free to transfer shares of Class A Common in accordance with the originally proposed transaction.

Signatories who elect to exercise the right of first refusal and purchase shares of Class B Common may pay for such shares in cash, an equivalent number of shares of Class A Common, or in a combination of cash and shares of Class A Common. The purchase price to be paid is the higher of what is specified in the notice sent by the signatory who has triggered the right of first refusal and the average of the last sales price of Class A Common on the New York Stock Exchange for the five days prior to the date of such notice.

The Stockholders’ Agreement only restricts the conversion, or the sales or other disposition outside of the Stockholders’ Agreement, of shares of Class B Common held by each signatory. The Stockholders’ Agreement does not restrict in any respect how a signatory may vote the shares of Class B Common that are subject to the terms of the Stockholders’ Agreement. This description of the transfer restrictions, rights of first refusal and repurchase obligations is qualified by reference to the Stockholders’ Agreement.

Effective February 11, 2022, each of the Issuer and the Participating Stockholders executed and delivered an Amendment to the Stockholders’ Agreement amending the Stockholders’ Agreement to add additional Participating Stockholders under the Stockholders’ Agreement. A copy of the Amendment to the Stockholders’ Agreement is attached hereto as Exhibit 3 and is incorporated herein in its entirety.

Item 7. Material to be Filed as Exhibits.


Exhibit 1		Operating Agreement of Abigail II LLC, dated as of September 18, 2017, as amended

Exhibit 2		Stockholders’ Agreement, dated as of September 29, 2017 by and among the Issuer and the Participating Stockholders (incorporated by reference to Exhibit 10.4 of the Issuer’s Current Report on Form 8-K, filed on October 4, 2017 (Commission File No. 001-38214))

Exhibit 3		Amendment to Stockholders’ Agreement, dated as of February 11, 2022, by and between the Depository, the Issuer, the new Participating Stockholders and the Participating Stockholders

Exhibit 4		Joint Filing Agreement


Exhibit 5		Power of Attorney

[Signatures begin on the next page.]

[The remainder of this page was intentionally left blank.]

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: June 6, 2022


ABIGAIL II LLC

By:		/s/ Britton T. Taplin
		Britton T. Taplin Manager

REPORTING PERSONS

		/s/ Britton T. Taplin
Name: Britton T. Taplin on behalf of himself and as: Attorney-in-Fact for Marital Trust created by the Agreement, dated January 21, 1966, as supplemented, amended and restated, between PNC Bank and Beatrice Taplin, as Trustees, and Thomas E. Taplin, for the benefit of Beatrice B. Taplin Attorney-in-Fact for Beatrice B. Taplin Attorney-in-Fact for Frank F. Taplin

EX-99.1 2 d298740dex991.htm EX-99.1 EX-99.1

Exhibit 1

OPERATING AGREEMENT

ABIGAIL II LLC

This Operating Agreement (this “Agreement”) constitutes the agreement of the Members of Abigail II LLC (the “Company”) as to the affairs of the Company and the conduct of its business. This Agreement shall be governed by the provisions of the Colorado Limited Liability Company Act, Section 7-80-101 et seq. C.R.S., as amended, (the “Act”), and the Articles of Organization of the Company as filed with the Secretary of State of Colorado (the “Articles”).

ARTICLE I

GENERAL

1.1 Purpose of the Company. The purpose of the Company is to manage, hold, buy and sell certain securities which are initially subject to certain restrictions and which are held for investment purposes, and to engage in the transaction of all lawful business and to pursue any other lawful purposes for which a limited liability company may be organized under Colorado law.

1.2 Powers. The Company shall have all of the powers of a limited liability company set forth in the Act.

1.3 Duration. The Company shall continue until it is dissolved pursuant to Article VIII.

ARTICLE II

OFFICES

2.1 Principal Office. The initial principal office of the Company shall be 5910 South University Boulevard, Unit C-l 8, Box 434, Greenwood Village, Colorado 80121-2879. The Managers (as defined in Section 6.1), in their discretion, may keep and maintain offices wherever the business of the Company may require.

2.2 Registered Agent and Office. The Company shall continuously maintain in the State of Colorado a registered office and a registered agent whose business office is identical with the registered office. The initial registered office shall be 5910 South University’ Boulevard, Unit C-l 8, Box 434, Greenwood Village, Colorado 80121-2879, and the initial registered agent of the Company shall be Britton T. Taplin. The Company may change its registered office, its registered agent, or both, upon filing a statement as specified by law in the office of the Secretary of State of Colorado.

ARTICLE III

MEMBERS

3.1 Initial Members. The names of the initial Members of the Company and the address of each are set forth on the Schedule of Members attached hereto (the “Schedule of Members”).

3.2 Admission of Additional Members. A party may be admitted as an additional Member only upon the unanimous affirmative vote of the existing Members. An additional Member shall be required to consent in writing to the provisions of this Agreement. The name and address of each such additional Member shall be added to the Schedule of Members.

3.3 Transferability of Company Interests. No Member may sell, exchange or otherwise transfer (including without limitation by pledge or other encumbrance) any interest in the Company (hereinafter “Ownership Interest”) which he or she now owns, or which he or she may hereafter acquire, to any party except as provided in Article IX.

3.4 Limited Liability of Members. Members and Managers of the Company shall not be liable under a judgment, decree or order of court, or in any other manner, for a debt, obligation or liability of the Company.

3.5 Voting Rights of Members. Except as otherwise provided in this Agreement, each Member shall have the percentage of votes equal to the Member’s Ownership Interest listed opposite such Member’s name on the Schedule of Members. A Member may vote in person or by proxy.

3.6 Meetings of Members. Annual and special meetings of Members may be held at such place, either within or without the State of Colorado, as may be stated in the notice of meeting. If no place is stated in the notice of meeting, the meeting shall be held at the principal office of the Company. Special meetings of the Members may be called by any two Managers or by not less than fifty percent of all the Members entitled to vote at a meeting; however, voting shall be conducted in accordance with Section 3.8.

3.7 Notice of Members’ Meetings; Waiver of Notice.

3.7.1 The manager or person calling the meeting shall deliver to each Member entitled to vote at such meeting, written notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose for which the meeting is called. Notice shall be given not less than ten days nor more than fifty days before the date of the meeting.

3.7.2 By attending a meeting, a Member waives objection to lack of notice or defective notice of such meeting unless the Member, at the beginning of the meeting, objects to the holding of the meeting or the transaction of business at the meeting. A Member waives objection to consideration at the meeting of a particular matter not within the purpose described in the meeting notice unless the Member objects to considering the matter when it is presented.

3.8 Quorum at Meetings of Members / Voting. Members having a majority of the aggregate Ownership Interests shall constitute a quorum at any meeting of Members. If a quorum is present, the affirmative vote of the majority of the aggregate Ownership Interests represented at the meeting shall be the act of the Members unless a different percentage vote is required under the Act, the Articles, or other provisions of this Agreement.

3.9 Action of Members by Written Consent. Action required or permitted by the Act to be taken at a Members’ meeting may be taken without a meeting if the action is evidenced by written consent, signed by such Members having no less than 66% of the aggregate Ownership Interests, or such greater percentage of Ownership Interests, if any, as would be required for adoption of the action at a duly convened meeting of the Members at which all Members were present or voting by proxy under Section 3.8. Action taken by such written consent shall be effective when such Members have signed the consent unless the consent specifies a different effective date. An action adopted by written consent of Members shall have the same force and effect as if such action had been taken at a meeting of such Members.

3.10 Members’ Rights to Information and Accounting. Each Member shall have the right to inspect and copy Company records and to obtain from the Manager information and tax returns upon reasonable demand for any purpose reasonably related to the Member’s interest as a Member subject, however, to such reasonable standards as may be established by the Manager. Each Member may have a formal accounting whenever circumstances render it just and reasonable.

3.11 Resignation of Members. A Member may resign from the Company at any time upon not less than six (6) months prior written notice to the Company at its principal office as set forth in Section 2.1 and to each Member and each Manager at each Member’s and Manager’s address as set forth on the records of the Company. Except as otherwise provided in the Act, upon resignation, a resigning Member is entitled to receive any distribution to which he or she is entitled under this Agreement as of the time of his or her resignation. A resigning Member shall not, however, be entitled to a return of his or her Capital Account (as defined in Section 4.4) or to payment for the value of his or her Ownership Interest except in accordance with Article IX hereof.

ARTICLE IV

FINANCIAL MATTERS

4.1 Initial Capital Contributions. The initial capital contributions of the Members shall be set forth opposite the Member’s name on the Schedule of Members.

4.2 Additional Capital Contributions. Members shall be permitted to make further capital contributions to the Company in proportion to their Ownership Interests. Any contribution which is to be made in a different proportion shall require majority consent of the Members.

4.3 Interest on Capital Contributions. No interest shall be paid on any contribution to the capital of the Company.

4.4 Capital Accounts. A separate capital account (a “Capital Account”) shall be established and maintained on the books of the Company for each Member. Each Member’s Capital Account shall be credited with the amount of money and the fair market value of other property contributed to the Company pursuant to Sections 4.1 and 4.2 of this Agreement (net of liabilities secured by the contributed property that the Company is considered to assume or take subject to under Internal Revenue Code of 1986, as amended (“IRC”), § 752). Each Member’s allocated share of Company items of income, gain, loss and deduction shall be credited or debited to its Capital Account. All Company distributions to a Member of cash or property (which shall be valued at its fair market value net of liabilities secured by such distributed property that the Member is considered to assume or take subject to under IRC § 752) shall be debited to such Member’s Capital Account. Notwithstanding any other provision hereof, the Members’ Capital Accounts shall be maintained in accordance with Treasury Regulations under TRC § 704(b).

4.5 Allocation of Profits and Losses. All items of Company income, gain, loss and deduction shall be allocated for purposes of the Capital Accounts among the Members in accordance with their respective Ownership Interests; provided that, upon the sale or other disposition of all or substantially all the assets of the Company, gains and losses shall be allocated so that, to the maximum extent possible, the Members’ resulting Capital Account balances are in proportion to their Ownership Interests. Except as otherwise provided in this Section 4.5, income, gain, loss and deduction for federal income tax purposes shall be allocated in accordance with the corresponding item as determined for purposes of maintaining Capital Accounts. For federal income tax purposes, recapture of any item of deduction or credit shall, to the extent consistent with the allocation of gain, be allocated to the Members in accordance with the allocation of items of deduction or credit giving rise to the recapture. In accordance with IRC § 704(c) and Treasury Regulations thereunder, solely for federal and applicable state and local income tax purposes, income, gain, loss and deduction with respect to property contributed by a Member shall be allocated so as to take into account any variation between the adjusted basis of such property to the Member for federal income tax purposes and its fair market value at the time of contribution. The preceding sentence shall be administered by the Tax Matters Member designated in accordance with Section 7.4.1.a or the Partnership Representative designated in accordance with Section 7.4.1.b, as applicable, in any reasonable manner that is consistent with IRC § 704(c) and Treasury Regulations thereunder.

4.6 Regulatory and Curative Allocations.

4.6.1 Notwithstanding the other provisions of Article IV, the “qualified income offset,” “minimum gain chargeback,” and “partner nonrecourse debt minimum gain chargeback” provisions of Treasury Regulations under IRC § 704(b) shall be incorporated herein by reference and shall be given effect. Deductions attributable to partner nonrecourse liabilities (within the meaning of IRC § 1.704-(2(i)(2)) shall be allocable to the Member or Members who bear the risk of loss with respect to the nonrecourse liability.

4.6.2 If the allocation of deductions to any Member would cause the Member to have a deficit Capital Account balance at the end of any taxable year (after all other allocations provided for in Article IV have been made), such deductions shall instead be allocated to the other Members. For purposes of this Section 4.6.2, the Members’ Capital Accounts shall be

increased by the sum of (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement, (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treas. Reg. §§ 1.704-2(g)(l) and 1.704-2(i)(5), and (iii) the amount of liabilities of the Company allocable to such Member under IRC § 752 with respect to which the Member bears the economic risk of loss to the extent such liability is not “partner nonrecourse debt.”

4.6.3 The allocations set forth in Sections 4.6.1 and 4.6.2 shall be taken into account in determining other and subsequent allocations of items of income, gain, loss and deduction, so that, to the extent possible, the Capital Account balances of the Members shall be equal to the Capital Account balances that would have existed in the absence of such allocations.

4.6.4 The Managers shall adjust the Members’ Ownership Interests to reflect their Capital Accounts.

ARTICLE V

DISTRIBUTIONS FROM OPERATIONS

5.1 Sharing of Distributions. Except as provided in Article VIII, distributions shall be made in accordance with the Members’ Ownership Interests at the time of distribution.

5.2 Tax Distributions.

5.2.1 Within ten days after the end of March, May, August and December, the Managers may in their discretion cause the Company to distribute a certain amount to the Members as tax distributions in an amount equal to each Member’s estimated federal and state income tax liability that would be accrued on the income of the Company for that calendar year through the end of the applicable month (assuming that such income was taxed at the maximum applicable individual rate, based on the nature of the income as ordinary income, capital gain, or otherwise, for an individual residing in Colorado).

5.2.2 After the income of the Company for each calendar year has been determined, if total distributions to date with respect to such year do not equal or exceed the federal and state income tax liability that would be accrued on the income of the Company for such year (calculated in the manner set forth in the preceding Section 5.2.1), the Managers may in their discretion cause the Company to distribute an additional amount necessary to cause the total distributions for such year to equal such tax liability.

5.3 Additional Distribution. Subject to the limitations set forth in Section 5.4 the Managers shall, at least as often as quarterly, make distributions from the Company to the Members in amounts that the Managers determine are not needed and are not reasonably expected to be needed for normal operating expenses of the Company, for payment of Company obligations or for establishing reasonable reserves for such expenses and obligations, and for any capital acquisition reserve which has been authorized pursuant to Section 6.8.4. Except as determined by the Managers, no Member shall have the right to withdraw any amount from his or her Capital Account, or to receive any distribution or return of capital, without the unanimous consent of Members.

5.4 Limits on Distributions. Distributions shall not be made to any Member under Sections 5.2 or 5.3 if the Company is in default of any of its obligations, is reasonably expected to be in such default, or would be in such default, as a consequence of such distribution. A Member may not receive a distribution from the Company if the liabilities of the Company, (other than liabilities to Members on account of their Ownership Interests) would exceed the fair market value of the assets of the Company after giving effect to the distribution.

ARTICLE VI

MANAGEMENT OF COMPANY

6.1 Management by Managers. The management of the business and affairs of the Company initially shall be vested in Theodore D. Taplin, Britton T. Taplin, and Frank F. Taplin (“Managers”); provided, however, that if any such person becomes a Resigned Member, he shall no longer be a Manager; and further provided, that any such person may resign as a Manager but continue as a Member. The Managers in their discretion and by unanimous verbal agreement shall decide who shall be responsible for accounting, for tax matters, and for investment matters. Unless otherwise provided herein, decisions by the Managers shall be effective upon a majority vote of the Managers; provided, however, that if only two persons are serving as Managers, decisions shall be effective only upon a unanimous vote of the Managers.

6.2 Election and Term of Manager. A Manager shall hold office until a successor has been elected and qualified.

6.3 Vacancies. Any vacancies occurring in the office of Manager including a vacancy caused by an increase in the number of Managers may be filled by the acting Managers. If the Members do not agree with such appointment, the vacancy shall be filled by 66% of the Ownership Interests (hereinafter “a 66% Consent”) at a meeting of Members called for that purpose.

6.4 Removal of a Manager. At a meeting called expressly for that purpose, any Manager may be removed, with or without cause, by a 66% Consent.

6.5 Duties of the Managers. The Managers shall perform their duties in good faith, in a manner they reasonably believe to be in the best interests of the Company and with such care as an ordinarily prudent person in a like position would use under similar circumstances. Managers who so perform their duties shall not have any liability by reason of being or having been a Manager of the Company. The Managers shall be entitled to rely on information, opinions, reports or statements of accountants, attorneys, professional consultants or other advisors unless they have knowledge concerning the matter in question which would cause such a reliance to be unwarranted. No Manager shall have authority to do any act in contravention of the Articles or this Agreement. A Manager shall be an agent of the Company for the purpose of its business and the act of a Manager, including the execution in the name of the Company of any instrument for apparently carrying on in the usual way the business of the Company, shall bind the Company unless such Manager lacks the authority to act for the Company and the person with whom he is dealing has knowledge of the fact that he has no such authority. No debt shall be contracted or liability incurred by or on behalf of the Company except by a Manager.

6.6 Dealing with Property. As provided in the Act, real and personal property owned or purchased by the Company shall be held and owned, and conveyances made, in the name of the Company. Subject to Sections 6.8 and 6.9, instruments and documents providing for the acquisition, mortgage or disposition of property of the Company shall be valid and binding upon the Company if executed by a Manager.

6.7 Compensation to the Managers. Unless otherwise agreed by a 66% Consent, a Manager shall be entitled to reasonable compensation and shall be entitled to payment or reimbursement of all reasonable costs and expenses incurred in the performance of his or her duties as a Manager.

6.8 Powers of the Managers.

6.8.1 The Managers shall have all necessary rights, powers and authority to manage the affairs of the Company and shall be the authorized representative of the Company in day-to-day administration of the rights and obligations of the Company. Without limiting the generality of the foregoing, the Managers shall have the power and authority to bring and defend law suits as shall be necessary or desirable in connection therewith, and to take any and all actions which shall be necessary or desirable in connection therewith. The Managers may delegate day-to-day administration to a person of their choosing and may hire such advisers including, without limitations, investment advisers, bookkeepers, accountants and attorneys, to advise them regarding Company matters.

6.8.2 If approved by both the Managers and a 66% Consent, the Managers may establish a capital acquisition reserve to provide funds for future investments.

6.9 Transactions with Managers and Members. A Member or the Managers may lend money to, act as surety for, and transact other business with the Company and, subject to other applicable law, shall have the same rights and obligations with respect thereto as a person who is not a Member or a Manager; provided, however, that any transaction or agreement between the Company and a Manager or Member shall require a 66% Consent.

ARTICLE VII

INDEMNIFICATION, TAX RETURNS AND RECORDS

7.1 Indemnification of Managers, Employees and Agents. The Company shall indemnify any person against liability incurred in a proceeding if such person is made a party to such proceeding because he was a Manager. The Company shall advance expenses to such person to the fullest extent permitted under the Act. The Company may indemnify and advance expenses to an employee or agent of the Company who is not a Manager to the same extent as a Manager or to a greater extent if consistent with law. The Company may purchase and maintain insurance on behalf of a person who is or was a Manager, employee, fiduciary or agent of the Company against any liability asserted against or incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Company would have the power to indemnify him or her against such liability.

7.2 Records. The Company shall keep at the principal office of the Company, (a) a current list of the full name and last known business, residence or mailing address of each Member and each Manager, both past and present; (b) a copy of the Articles and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed; (c) copies of the Company’s federal, state and local income tax returns and reports, if any, for the six (6) most recent years; (d) copies of the currently effective Agreement; (e) copies of financial statements of the Company for the six (6) most recent years; (f) minutes of every annual and special meeting of Members and any meeting ordered by a court pursuant to the Act; (g) a statement prepared and certified as accurate by a Manager which contains information about contributions of capital and return of contributions as required by the Act to the extent such information is not already provided by the Agreement; and (h) consents and action taken by Members without a meeting. Such records are subject to inspection and copying at the reasonable request, and at the expense, of any Member during ordinary business hours.

7.3 Books and Records. Except as required by Section 7.2, all accounts, books, records and other relevant Company documents will be maintained and preserved at the offices of the Company or any Manager during the term of the Company and for at least five (5) years thereafter and shall be open to inspection by authorized representatives of any Member at any reasonable time,

7.4 Tax Returns and Accounting.

7.4.1 Tax Matters Member and Tax Representative.

a. Until December 31,2017, Britton T. Taplin is designated as a Tax Matters Member (the “Tax Matters Member”) for the Company for the purposes of IRC § 6231(a)(7). The Tax Matters Member shall cause income and other required federal, state and local tax returns for the Company to be prepared and to be timely filed with the appropriate authorities and shall make such tax elections and other tax determinations on behalf of the Company as it deems appropriate. All costs incurred by the Tax Matters Member in performing such duties shall be charged to and treated as expenses of the Company. The Tax Matters Member may be changed by a 75% Consent.

b. After December 31,2017:

(1) For purposes of this Section 7.4.1.b, unless otherwise specified, all references to provisions of the IRC shall be to such provisions as enacted by the Bipartisan Budget Act of 2015 as such provisions may subsequently be modified.

(2) Britton T. Taplin is designated as the Company’s designated “partnership representative” within the meaning of IRC Section 6223 (the “Tax Representative”) with sole authority to act on behalf of the Company for purposes of Subchapter C of Chapter 63 of the IRC and any comparable provisions of state or local income tax laws. In the event he is not able or ceases to serve as the Tax Representative, the Manager (or if more than one, the one selected by them) shall serve as the Tax Representative.

(3) If the Company qualifies to elect pursuant to IRC Section 6221(b) (or successor provision) to have Subchapter C of Chapter 63 of the IRC not apply to any federal income tax audits and other proceedings, the Manager shall cause the Company to make such election.

(4) If any “partnership adjustment” (as defined in IRC Section 6241(2)) is determined with respect to the Company, the Tax Representative shall promptly notify the Members upon the receipt of a notice of final partnership adjustment, and shall take such actions as directed by a majority of the Members in writing within 10 business days after the receipt of such notice, including whether to file a petition in Tax Court, cause the Company to pay the amount of any such adjustment under IRC Section 6225, or make the election under IRC Section 6226.

(5) If any “partnership adjustment” (as defined in IRC Section 6241(2)) is finally determined with respect to the Company and the Tax Representative has not caused the Company to make the election under IRC Section 6226, then (i) the Members shall take such actions requested by the Tax Representative, including filing amended tax returns and paying any tax due in accordance with IRC Section 6225(c)(2); (ii) the Tax Representative shall use commercially reasonable efforts to make any modifications available under IRC Section 6225(c)(3), (4) and (5); and (iii) any “imputed underpayment” (as determined in accordance with IRC Section 6225) or partnership adjustment that does not give rise to an imputed underpayment shall be apportioned among the Members of the Company for the taxable year in which the adjustment is finalized in such manner as may be necessary (as determined by the Tax Representative in good faith) so that, to the maximum extent possible, the tax and economic consequences of the partnership adjustment and any associated interest and penalties are borne by the Members based upon their interests in the Company for the reviewed year.

(6) If a subsidiary (if any) of the Company (i) pays any partnership adjustment under IRC Section 6225; (ii) requires the Company to file an amended tax return and pay associated taxes to reduce the amount of a partnership adjustment imposed on the subsidiary, or (iii) makes an election under IRC Section 6226, the Tax Representative shall cause the Company to make the administrative adjustment request provided for in Code Section 6227 consistent with the principles and limitations set forth in Sections 7.4.1.b(4)-(5) above for partnership adjustments of the Company, and the Members shall take such actions reasonably requested by the Tax Representative in furtherance of such administrative adjustment request.

(7) The obligations of each Member or former Member under this Section 7.4.1.b shall survive the transfer or redemption by such Member of its Membership Interest and the termination of this Agreement or the dissolution of the Company.

7.4.2 The allocable share of any party which is a Member for less than an entire tax year or whose interest in the Company varies in the tax year shall be adjusted in any reasonable manner chosen by the Manager to take its varying interest or lack thereof into account.

7.4.3 The Manager shall cause to be provided to each Member information concerning the Company’s taxable income or loss and each item of income, gain, loss, deduction or credit which is relevant to reporting a Member’s share of Company income, gain, loss,

deduction or credit for purposes of federal or state income tax. Information required for the preparation of a Member’s income tax returns shall be furnished to the Members as soon as possible after the close of the Company’s fiscal year.

7.4.4 The Manager shall cause to be filed timely all federal, state, and local reports as may be required, including without limitation, all reports required by licenses and permits, sales and use tax reports, income tax withholding reports, FICA tax reports, unemployment compensation reports, information reports, and similar reports, and shall cause all payments required thereunder to be made by the Company from the Company’s funds.

7.4.5 The fiscal year of the Company shall be the calendar year. Each Member hereby represents that its tax year is a calendar year.

ARTICLE VIII

DISSOLUTION, LIQUIDATION AND TERMINATION

8.1 Events of Dissolution. The Company shall be dissolved upon (a) the 66% Consent of the Members, or (b) after the death of Beatrice B. Taplin, upon the agreement of at least two of the Managers.

8.2 Liquidation of the Company. Upon dissolution of the Company, the Company shall be liquidated by the Managers, as liquidating agent. The Managers shall cause to be filed a statement of dissolution with the Colorado Secretary of State in accordance with the Act. Each Member shall immediately pay its unpaid share of any capital contribution call theretofore made. Company assets shall thereupon be applied in the following order:

8.2.1 to the payment of the debts and liabilities of the Company to creditors, including Members, provided any such debts to Members or Managers were approved in accordance with Section 6.9 and are not a return of capital or profit;

8.2.2 to establishing any reserves that the Managers deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company, which reserves may be paid over by the Managers to an escrow agent to be held for (a) distribution in payment of the aforementioned contingencies, and (b) upon expiration of such period as the Managers may deem advisable, for distribution in the manner provided for herein;

8.2.3 to the payment of the debts and liabilities of the Company to Members other than for capital and profits and other than those which qualify for repayment under Section 8.2.1;

8.2.4 to the Members in proportion to each Member’s Capital Account; provided, however, that if there is any outstanding obligation of a Member to contribute additional capital to the Company, an amount equal to such deficit shall be paid to the other Members before any distribution is made under this Section 8.2 to the Member with a capital account deficit.

8.3 Distributions in Kind. Any distribution in kind shall be treated as though the assets distributed had been sold at fair market value and any deemed gain or loss will be reflected in the capital accounts as though the property had actually been sold. Such fair market value shall be determined by the agreement of all the Members or, absent such agreement, by an appraiser selected by the Managers.

8.4 Termination. Upon completion of liquidation the Company will cease further activity and terminate.

8.5 Continuation Upon Death. After the death of an individual Member, within six months after his or her appointment, the Personal Representative of the deceased member’s estate, shall offer to sell the deceased Member’s or revocable trust’s Ownership Interest in accordance with the procedures set forth in Section 9.7 as if such Personal Representative were the Member, unless, by reason of such deceased Member’s death, the deceased Member’s share is distributable to one or more of the other Members. The provisions of the immediately preceding sentence shall apply with respect to the Ownership Interest of a revocable trust Member under Section 9.2 upon the death of the trust’s settlor, as though the settlor were a deceased individual Member who died owning the trust’s Ownership Interest and the Trustee had been appointed as Personal Representative of the settlor’s estate on the date of the settlor’s death.

8.5.1 Within sixty (60) days after the Company Option Period as defined in Section 9.7.3, the Members or the Company, as applicable, who agree to purchase the Ownership Interest of the deceased Member shall, pay to the estate of the deceased Member, the fair market value of the deceased Member’s Ownership Interest as of the date of death, as determined pursuant to Section 8.6. If the Members agree to dissolve the Company under Section 8.1 at any time prior to expiration of the period provided in the immediately preceding sentence, the provisions of this Section 8.5 shall be inapplicable; and the provisions of Section 8.2 shall govern the disposition of the Company, with the deceased Member being treated as a continuing Member.

8.5.2 In the event that neither the Members nor the Company agree to purchase the Ownership Interest of the deceased Member, such Ownership Interest shall pass to (a) the devisees or heirs, as the case may be, of the deceased Member, or (b) the named beneficiaries of the revocable trust Member (in each case, the “Beneficiaries”). If so transferred, such Ownership Interest shall remain subject to the terms of this Agreement in the hands of the Beneficiaries; and each Beneficiary, or such Beneficiary’s legal representative, shall be required to execute a copy of this Agreement prior to receiving such Ownership Interest. The Beneficiary shall not be entitled to vote his or her Ownership Interest or otherwise exercise the privileges of Membership. A Beneficiary shall merely own an economic interest in the Company unless the remaining Members agree to admit the Beneficiary as a Member pursuant to Section 3.2.

8.6 The fair market value of a deceased Member’s Ownership Interest for purposes of Section 8.5 shall be determined in the same manner as provided in Section 9.5.2 as if a Member resigned.

ARTICLE IX

RESTRICTIONS ON THE SALE OR TRANSFER OF COMPANY INTERESTS

9.1 Prohibition on Encumbrance. No Member shall pledge or otherwise encumber all or any portion of his or her Ownership Interest without the prior written consent of all other Members.

9.2 General Consent Requirement Applicable to Transfers of Ownership Interests. Subject to the remaining provisions of this Section 9.2, a Member may transfer an Ownership Interest of the Company which he or she now owns, or which he or she may hereafter acquire, only with the prior written consent of all the other Members. A Member may transfer by gift all or a portion of his or her Ownership Interest to (a) a descendant of the transferring Member who is also a Member, (b) a revocable trust of which the Member is the sole lifetime beneficiary, without the prior written consent of other Members, provided the Trustee of such trust upon executes a copy of this Agreement and agrees, on behalf of the trust, to be bound by its terms. All other transfers shall be subject to the remaining provisions of this Article.

9.3 Right of First Refusal Applicable to Sale, Exchange or Other Transfer of Ownership Interests to an Outsider.

9.3.1 Except as set forth in Sections 8.5 and 9.2, no Member may sell, exchange or otherwise transfer (including without limitation by pledge or other encumbrance) any Ownership Interest which he or she now owns, or which he or she may hereafter acquire, to any person or entity, other than an existing Member as provided in Section 9.4, (“an Outsider”) without first offering the Ownership Interest he or she wishes to transfer to the other Members and the Company pursuant to the procedures set forth in Section 9.7 of this Agreement at the same price and on substantially the same terms offered to the transferring Member by the Outsider. If, at the end of the Company’s Option Period as provided in Section 9.7.3, the Members and the Company have not agreed to acquire all of the offered Ownership Interest, then all of such Ownership Interest may be transferred to the Outsider only in compliance with Section 9.3.3.

9.3.2 All offers to transfer made pursuant to this Section 9.3 shall identify the Outsider by name and address and shall state the proposed purchase price and all other terms applicable to the transfer to the Outsider.

9.3.3 Any transfer to an Outsider or a Member pursuant to Section 9.3 or 9.4 shall comply with the following provisions:

a. the transferring Member shall transfer the entire Ownership Interest which was offered pursuant to Section 9.3 or 9.4;

b. such transfer shall be made on substantially the same terms set forth in the offer to the Members;

c. such transfer shall be made within 60 days after expiration of the Company Option Period as defined in Section 9.7.3; and

d. in the case of a transfer pursuant to this Section 9.3, the Outsider and his Ownership Interest shall be subject to this Agreement following the transfer. The Outsider shall not be entitled to vote his or her Ownership Interest or otherwise exercise the privileges of Membership. The Outsider shall merely own an economic interest in the Company unless the remaining Members agree in their sole and absolute discretion to admit the Outsider as a Member pursuant to Section 3.2.

e. Any proposed transfer which does not comply with the provisions of Section 9.3.3 must be reoffered to the Members and the Company pursuant to Section 9.3.

9.4 Transfers of Ownership Interest Among Members. Except as provided in Section 9.2, no Member may sell or otherwise transfer all or a portion of his or her Ownership Interest in the Company to another Member, without first offering any Ownership interest he or she wishes to sell or transfer to all of the other Members, including the Member desiring to acquire the Ownership Interest, and the Company pursuant to the procedures set forth in Sections 9.3 and 9.7. If, at the end of the Company’s Option Period (as defined in Section 9.7.3 below), the Members and the Company have not agreed to acquire all of the offered Ownership Interests, then all of such Ownership Interests may be transferred to the Member who originally agreed to acquire the Ownership Interests in compliance with Section 9.3.3.

9.5 Transfers of Ownership Interests upon Resignation of a Member.

9.5.1 In the event that any Member shall resign while owning an Ownership Interest, such Ownership Interest shall be offered to the other Members and the Company pursuant to the procedures set forth in Section 9.7. If, at the end of the Final Member Option Period (as defined in Section 9.7.2 below), any Ownership Interest remains which has not been purchased by the other Members, the Company may purchase all of such remaining Ownership Interest from the resigned Member as it so chooses, and such Member shall sell all of such remaining Ownership Interest to the Company, at the purchase price set forth in Section 9.5.2.

9.5.2 The purchase price of the Ownership Interest shall equal the value of the Company based on a valuation done by an independent appraiser selected by and paid by the Company multiplied by the percent of Ownership Interest with the appropriate discounts for minority interests and lack of marketability. The terms for the payment of the purchase price in the event the Company or the Members purchase such remaining Ownership Interest shall be as set forth in Section 9.6.

9.5.3 A Member who resigns as a Member and whose full Ownership Interest is not purchased in accordance with this Section shall cease to be a Member as of the date of his or her resignation and shall be relieved of any rights or obligations under this Agreement arising subsequent to the date of such resignation, except a right to distributions attributable to the unpurchased Ownership Interest.

9.6 Payment of Purchase Price in Event of A Member’s Resignation. Within sixty (60) days after the Company Option Period as defined in Section 9.7.3, the Members or the Company, as applicable, who agree to purchase the Ownership Interest of a Member who has resigned as a Member shall pay to such resigned Member the fair market value of such

Member’s Ownership Interest (as determined in the same manner as provided by Section 9.5.2) as of the date agreed upon by a majority of the Ownership Interests.

9.7 Terms of Right of First Refusal.

9.7.1 Before any Member may transfer or dispose of all or any of his or her Ownership Interest hi a transaction subject to the provisions of this Section, such Member must first offer such Ownership Interest to the other Members on an equal basis. The offering price shall be as stated in Sections 8.6, 9.3 and 9.5.2 as applicable. Such offer shall be held open by such Member for a period of 20 days from the date of such offer, which period shall be known as the “Member Option Period.”

9.7.2 The other Members may, within the Member Option Period, accept such offer as to all or any part of the Ownership Interest so offered. In the event such offer is not accepted by one of the other Members as to all of the Ownership Interest so offered by the end of the Member Option Period, then the remaining other Members shall have an option to purchase equally, or in such proportions as they may agree, the Ownership Interest with respect to which the other Member did not exercise his or her option, such option to run for an additional period of 5 days, which 5-day period shall be known as the “Final Member Option Period.”

9.7.3 In the event that such offer to the Members is not accepted by the Members as to al l the Ownership Interest at the end of the final Member Option Period, the Ownership Interest shall be offered to the Company at the same price and on the same terms for an additional period of 10 days, which period shall be known as the “Company Option Period.”

9.8 Effect of Incapacity of Member. In the event of a Member’s legal incapacity, the Member’s Ownership Interest may be held and administered by the Member’s conservator, financial guardian, or agent under a duly executed durable power of attorney in accordance with the laws of the incapacitated Member’s domicile; and an assumption of the Ownership Interest by the Member’s legal representative in this manner shall not constitute a transfer subject to the provisions of this Article. However, such legal representative shall not be entitled to vote his or her Ownership Interest or otherwise exercise the privileges of Membership on behalf of the incapacitated Member. During the Member’s incapacity, the Member, through the Member’s legal representative, shall merely own an economic interest in the Company

9.9 Unauthorized Transfers. If a Member attempts, or allows to occur, a transfer in violation of this Article, such attempted or allowed transfer shall be null and void in all respects, and such Member shall be liable to the Company and the other Members for all damages that they may sustain as a result of such attempted or allowed transfer.

ARTICLE X

MISCELLANEOUS

10.1 Notices. Any notice or other communication required or permitted to be given to a Member, Resigned Member of Manager under this Agreement shall be in writing and may be: (a) hand-delivered, (b) transmitted by facsimile, (c) transmitted by electronic mail, or (d) sent by

United States certified or registered mail, return receipt requested, postage prepaid, or via Express Mail or any similar delivery service.

10.1.1 Notices not hand-delivered shall be delivered to the facsimile telephone number, electronic mail address, or delivery address of a Member as listed in Schedule A. At any time, Members may designate in writing a new facsimile telephone number, electronic mail address, or delivery address for such purposes.

10.1.2 Notice shall be given on the first of the following to occur:

(a) receipt in the event of hand-delivery; (b) transmission by sender in the event of transmission by facsimile or electronic mail; (c) receipt of certified or registered mail, as evidenced by signed receipt; or (d) one business day after the date appearing on the shipping invoice of Express Mail or other similar overnight delivery service.

10.2 Successors. Subject to Section 3.3, this Agreement inures to the benefit of and binds each party and their respective successors and transferees.

10.3 Governing Law. This Agreement shall be governed by the law of the State of Colorado.

10.4 Amendment and Waiver. No change, modification, waiver or amendment to this Agreement shall be valid unless the same is in writing and signed by all of the Members. A waiver of a breach of any provision of this Agreement by a party shall not operate or be construed as a waiver by that party of any subsequent breach,

10.5 Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or lack of enforceability without rendering invalid or unenforceable the remaining terms and provisions of tills Agreement, or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.

10.6 Counterparts. This Agreement may be executed in two or more counterparts, all of which shall together constitute one and the same instrument. Signatures transmitted by facsimile or electronic transmission shall be binding as if they were original signatures.

The remainder of this page is left blank by intention.

Signatures are to be provided on the following page.

IN WITNESS WHEREOF, this Operating Agreement is executed effective as of September 18 , 2017.


	THOMAS E. TAPLIN MARITAL TRUST

	By:	PNC BANK, Trustee

9/18/2017		By:	/s/ Lori K. Smith
Date			Name:	Lori K. Smith
			Title:	Asst. Vice President

9/18/2017	By:	/s/ Beatrice B. Taplin
Date		Beatrice B. Taplin, Trustee

9/18/2017	/s/ Theodore D. Taplin
Date	Theodore D. Taplin

9/18/2017	/s/ Britton T. Taplin
Date	Britton T. Taplin

9/18/2017	/s/ Frank F. Taplin
Date	Frank F. Taplin

Schedule of Members

upon LLC formation


Member	Initial Capital Contributions	Ownership Interest
Thomas E. Taplin Marital Trust, Beatrice B. Taplin. Trustee PNC Bank, Trustee c/o Leigh H. Carter	344,600 shares of NACCO Class A common stock	98.71%

Theodore D. Taplin	1,500 shares of NACCO Class A common stock	0.43%

Britton T. Taplin	1,500 shares of NACCO Class A common stock	0.43%

Frank F. Taplin	1,500 shares of NACCO Class A common stock	0.43%

Schedule A

FIRST AMENDMENT TO OPERATING AGREEMENT

ABIGAIL II LLC

This First Amendment to the Operating Agreement (the “Agreement) of Abigail II LLC, a Colorado limited liability Company (the “Company”), is made and entered into as of 4/2/2020, by and among the Members of the Company set forth below.

WHEREAS, under Section 10.4 of the Agreement, the Agreement may be amended with the written consent of the Members; and

WHEREAS, in anticipation of potential sales of Ownership Interests among them, Members desire to clarify the purposes for which the Company was formed to fully reflect the shared understanding at the time the Agreement was executed,

NOW, THEREFORE, the Agreement is hereby amended in the following particulars:

The following Preamble is added to the Agreement, to immediately precede Article I of the Agreement:

“The Members of the Company, identified below, enter into this Agreement and wish to form a limited liability Company to achieve the following ends (the “Members’ intent”):

To own, hold, invest, and vote the interests of certain securities traceable to Thomas E. Taplin (“family assets”), in order to make a profit and increase wealth;

To provide for the management, preservation, and voting influence of family assets by the shared participation and consent of Thomas E. Taplin’s spouse and descendants (the “family”);

To avoid and resolve disputes among Members and thereby preserve family harmony;

To maintain control of and consolidate the interests of Members in family assets;

To ensure that transfers involving family assets do not fractionalize and/or diminish the value of those assets;

To protect family assets from claims of future creditors or other third parties against family members; and

To provide flexibility in business planning not available through trusts, corporations, or other business entities.”

Signatures for

FIRST AMENDMENT TO OPERATING AGREEMENT

ABIGAIL II LLC

Section 1.1 of the Agreement is hereby amended in its entirety, and replaced by the following:

Except as provided herein, the Agreement is ratified und confirmed in its entirety.

The Members set forth below constitute all Members of the Company. By their signatures, the Members agree to this First Amendment as required under Section 10.4 of the Agreement.

This First Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument; and any of the parties hereto may execute this First Amendment by signing any such counterpart. A facsimile or electronically transmitted signature shall constitute an original signature.

[Signatures on following page]

Signatures for

FIRST AMENDMENT TO OPERATING AGREEMENT

ABIGAIL II LLC

IN WITNESS WHEREOF, the undersigned parties execute this First Amendment, effective as of the day and year first above written.


	THOMAS E. TAPLIN MARITAL TRUST

	By:	PNC BANK, Trustee

4/21/20		By:	/s/ Georgia A. Froelich
Date			Name: Georgia A. Froelich
			Title: Senior Vice President

4/2/20	By:	/s/ Beatrice B. Taplin
Date		Beatrice B. Taplin, Trustee

4/2/20	/s/ Theodore D. Taplin
Date	Theodore D. Taplin

4/2/20	/s/ Britton T. Taplin
Date	Britton T. Taplin

4/2/20	/s/ Frank F. Taplin
Date	Frank F. Taplin

EX-99.3 3 d298740dex993.htm EX-99.3 EX-99.3

Exhibit 3

Amendment to HBBHC Stockholders’ Agreement

AMENDMENT TO STOCKHOLDERS’ AGREEMENT

This AMENDMENT TO STOCKHOLDERS’ AGREEMENT, dated as of February 11, 2022 (this “Amendment”), by and among the Depository, Hamilton Beach Brands Holding Company, a Delaware corporation (the “Corporation”), the new Participating Stockholder identified on the signature pages hereto (the “New Participating Stockholder”) and the Participating Stockholders under the Stockholders’ Agreement, dated as of September 29, 2017, as amended (the “Stockholders’ Agreement”), by and among the Depository, the Corporation and the Participating Stockholders. Capitalized terms defined in the Stockholders’ Agreement are used herein as so defined.

This Amendment sets forth the terms and conditions on which the New Participating Stockholder will join in and become a party to the Stockholders’ Agreement.

Pursuant to Section 8 of the Stockholders’ Agreement, prior to the acquisition of Class B Common Stock by a Permitted Transferee, the Stockholders’ Agreement may be amended to add a Permitted Transferee as a Participating Stockholder by a writing signed by the Signatories, the Corporation and such Permitted Transferee.

In consideration of the mutual promises hereinafter set forth and other good and valuable consideration had and received, the parties hereto agree as follows:

1. Representations and Warranties. The New Participating Stockholder represents and warrants to the other Participating Stockholders and the Corporation as follows:

(a) The New Participating Stockholder is the beneficial owner of, or simultaneously with the execution hereof will acquire and be deemed to be the beneficial owner of, the shares of Class B Common Stock identified below such New Participating Stockholder’s name on the signature pages hereto (except as otherwise described thereon), and except as otherwise described thereon such New Participating Stockholder does not own of record or beneficially or have any interest in any other shares of Class B Common Stock or any options to purchase or rights to subscribe or otherwise acquire any other shares of Class B Common Stock other than pursuant to the Stockholders’ Agreement;

(b) The New Participating Stockholder has the right, power and authority to execute and deliver this Amendment and to perform such New Participating Stockholder’s obligations hereunder and under the Stockholders’ Agreement; if this Amendment is being executed by a trustee on behalf of a trust, such trustee has full right, power and authority to enter into this Amendment on behalf of the trust and to bind the trust and its beneficiaries to the terms hereof; if this Amendment is being executed on behalf of a Participating Stockholder Organization, the person executing this Amendment is a duly authorized representative of such Participating Stockholder Organization with full right, power and authority to execute and deliver this Amendment on behalf of such Participating Stockholder Organization and to bind such Participating Stockholder Organization to the terms hereof; the execution, delivery and performance of this Amendment by such New Participating Stockholder will not constitute a violation of, conflict with or result in a default under (i) any contract, understanding or arrangement to which such New Participating Stockholder is a party or by which such New Participating

Amendment to HBBHC Stockholders’ Agreement

Stockholder is bound or require the consent of any other person or any party pursuant thereto; (ii) any organizational, charter or other governance documents (including, without limitation, any partnership agreement, certificate of incorporation, or bylaws) of the New Participating Stockholder, (iii) any judgment, decree or order applicable to such New Participating Stockholder; or (iv) any law, rule or regulation of any governmental body;

(c) This Amendment and the Stockholders’ Agreement constitute legal, valid and binding agreements on the part of such New Participating Stockholder; the shares of Class B Common Stock owned beneficially by such New Participating Stockholder are fully paid and non-assessable; and

(d) The shares of Class B Common Stock owned beneficially by the New Participating Stockholder are now held by the New Participating Stockholder, free and clear of all adverse claims, liens, encumbrances and security interests (except as created by the Stockholders’ Agreement and any Amendments thereto, including this Amendment, and the Restated Certificate).

2. Address for Notices. The address for all notices to each New Participating Stockholder provided pursuant to the Stockholders’ Agreement shall be the address set forth below such New Participating Stockholder’s name on the signature pages hereto, or to such other address as such New Participating Stockholder may specify to the Depository.

3. Agreement to be Bound by Stockholders’ Agreement. The New Participating Stockholder agrees to be bound by all of the terms and provisions of the Stockholders’ Agreement applicable to Participating Stockholders.

4. Beneficiaries. The New Participating Stockholder acknowledges that the Corporation and each Participating Stockholder is a beneficiary of this Amendment.

5. Amendment of Stockholders’ Agreement. The Stockholders’ Agreement is hereby amended to add the New Participating Stockholder as a Participating Stockholder.

6. Signature of Amendment by Trusts, Minors and Incompetents.

(a) In order for a trust exclusively (as defined in Section 1.11 of the Stockholders’ Agreement) for the benefit of a Family Member or Members to be considered a Participating Stockholder:

(i) the trustee and all adult beneficiaries of such trusts having a current trust interest (as well as all Charitable Organization beneficiaries having a current trust interest) shall have previously signed the Stockholders’ Agreement or shall sign this Amendment as a Participating Stockholder;

(ii) the trustee and a parent or legal guardian, for trusts with minor beneficiaries having a current trust interest, shall sign this Amendment on behalf of any such minor beneficiaries; or

Amendment to HBBHC Stockholders’ Agreement

(iii) the trustee and legal guardian, if any, for trusts with incompetent beneficiaries having a current trust interest, shall sign this Amendment on behalf of any such incompetent beneficiaries.

(b) If, at any time, any trust shall have an adult beneficiary (and such beneficiary is not incompetent) having a current trust interest or an ascertainable Charitable Organization beneficiary having a current trust interest and if such beneficiary has not previously signed the Stockholders’ Agreement, then if such beneficiary shall fail or be unable to sign this Amendment for a period of 30 calendar days following notification to such beneficiary of the terms of this Amendment and the Stockholders’ Agreement by the Depository and following signature of this Amendment by the trustee, the trust shall thereupon cease to be a Participating Stockholder and Section 3.2 of the Stockholders’ Agreement shall then apply as if the shares of Class B Common Stock held by the trust were then to be converted. The donor of a trust that is revocable by the donor alone, during the lifetime of such donor, shall be considered the only beneficiary thereof so long as such trust is so revocable.

(c) In the case of Class B Common Stock held by a custodian under the Uniform Transfers to Minors Act (or the practical equivalent thereof) for the benefit of a minor Family Member, the custodian shall sign this Amendment on behalf of such minor if such minor is to be considered a Participating Stockholder.

(d) In the case of Class B Common Stock held in the name of a minor Family Member, a parent or legal guardian of such minor shall sign this Amendment on behalf of such minor if such minor is to be considered a Participating Stockholder.

(e) In the case of Class B Common Stock held in the name of an incompetent Family Member, the legal guardian of such incompetent shall sign this Amendment on behalf of such incompetent if such incompetent is to be considered a Participating Stockholder.

(f) When a minor described in Section 6(c) or(d) reaches the age of majority, or an incompetent described in Section 6(e) is no longer impaired by such disability and has reached the age of majority, such Family Member shall execute and deliver an Amendment which has been executed and delivered by the Participating Stockholders (or their attorney-in-fact), the Corporation and the Depository. If such Family Member shall fail or be unable to sign such Amendment for a period of 30 calendar days following notification to such Family Member of the terms of the Stockholders’ Agreement by the Depository, such Family Member shall thereupon cease to be a Participating Stockholder and Section 3.2 of the Stockholders’ Agreement shall then apply as if the shares of Class B Common Stock were then to be converted.

7. Power of Attorney. The undersigned New Participating Stockholder hereby constitutes and appoints Alfred M. Rankin, Jr., Lawrence K. Workman, Jr., Valerie Van Dyke, Jessica Savage, Eric Orsic and Andrew C. Thomas and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and resubstitution, for the undersigned and in the name, place and stead of the undersigned, in any and all capacities to:

Amendment to HBBHC Stockholders’ Agreement

(a) execute any and all statements under Section 13 or Section 16 of the Securities Exchange Act of 1934 of beneficial ownership of shares of Class B Common Stock subject to the Stockholders’ Agreement as amended by this Amendment, including all statements on Schedule 13D and all amendments thereto, all joint filing agreements pursuant to Rule 13d-l(k) under such Exchange Act in connection with such statements, all initial statements of beneficial ownership on Form 3 and any and all other documents to be filed with the Securities and Exchange Commission, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and

(b) execute and deliver any and all Amendments whereby a Family Member, Charitable Organization or Participating Stockholder Organization becomes a Participating Stockholder or any other amendment to the Stockholders’ Agreement in accordance with Section 8 of the Stockholders’ Agreement, other than those amendments that (i) extend the term of the Stockholders’ Agreement or(ii) amend Section 2, 3, 4 or 8 of the Stockholders’ Agreement, thereby granting to said attorney or attorneys-in-fact, and each of them, full power and authority to do so and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them, or their substitutes or resubstitutes, may lawfully do or cause to be done by virtue of this Section 7. The grant of this power of attorney shall not be affected by any disability of such undersigned New Participating Stockholder. If applicable law requires additional or substituted language or formalities (including witnesses or acknowledgments) in order to validate the power of attorney intended to be granted by this Section 7, each New Participating Stockholder agrees to execute and deliver such additional instruments and to take such further acts as may be necessary to validate such power of attorney.

8. Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument, without production of the others.

Amendment to HBBHC Stockholders’ Agreement

IN WITNESS WHEREOF, the New Participating Stockholder, the Participating Stockholders, the Corporation and the Depository have executed this Amendment or caused this Amendment to be executed in their respective names, all as of the date and year first above written.


Corbin K. Rankin Main Trust u/a/d November 30, 2015, as amended

(a new Participating Stockholder)

Name:		/s/ Corbin K. Rankin
		Corbin K. Rankin, Trustee


Number of Shares of Class B Common Stock		Certificate No.

Amendment to HBBHC Stockholders’ Agreement


Elizabeth B. Rankin Main Trust u/a/d November 10, 2015, as amended

(a new Participating Stockholder)

Name:		/s/ Elizabeth B. Rankin
		Elizabeth B. Rankin, Trustee


Number of Shares of Class B Common Stock		Certificate No.

Amendment to HBBHC Stockholders’ Agreement


Lynne T. Rankin Main Trust u/a/d December 4, 2015, as amended

(a new Participating Stockholder)

Name:		/s/ Lynne T. Rankin
		Lynne T. Rankin, Trustee


Number of Shares of Class B Common Stock		Certificate No.

Amendment to HBBHC Stockholders’ Agreement


Scott W. Seelbach Main Trust u/a/d December 22, 2015

(a new Participating Stockholder)

Name:		/s/ Scott W. Seelbach
		Scott W. Seelbach, Trustee


Number of Shares of Class B Common Stock		Certificate No.

Amendment to HBBHC Stockholders’ Agreement


HAMILTON BEACH BRANDS HOLDING COMPANY, as Depository

By:		/s/ Lawrence K. Workman, Jr.
		Lawrence K. Workman, Jr.
		Senior Vice President, General Counsel and Secretary

Amendment to HBBHC Stockholders’ Agreement


HAMILTON BEACH BRANDS HOLDING COMPANY

By:		/s/ Lawrence K. Workman, Jr.
		Lawrence K. Workman, Jr.
		Senior Vice President, General Counsel and
		Secretary

Amendment to HBBHC Stockholders’ Agreement


THE PARTICIPATING STOCKHOLDERS listed in Annex A attached hereto and incorporated herein by this reference

By:		/s/ Alfred M. Rankin, Jr.
		Alfred M. Rankin, Jr.

Amendment to HBBHC Stockholders’ Agreement

Annex A

PARTICIPATING STOCKHOLDERS

1.	Clara L. T. Rankin

2.	Alfred M. Rankin, Jr.

3.	Victoire G. Rankin

4.	Helen Rankin Butler (f/k/a Helen P. Rankin)

5.	Clara T. Rankin Williams (f/k/a Clara T. Rankin)

6.	Thomas T. Rankin

7.	Matthew M. Rankin

8.	James T. Rankin

9.	Claiborne R. Rankin

10.	Chloe O. Rankin

11.	Chloe R. Seelbach (f/k/a Chloe E. Rankin)

12.	Claiborne R. Rankin, Jr.

13.	Roger F. Rankin

14.	Bruce T. Rankin

15.	Martha S. Kelly

16.	Susan Sichel

17.	Jennifer T. Jerome

18.	Caroline T. Ruschell

19.	David F. Taplin

20.	Beatrice B. Taplin

21.	Theodore D. Taplin

22.	Britton T. Taplin

23.	Frank F. Taplin

Amendment to HBBHC Stockholders’ Agreement

24.	Rankin Management, Inc.

25.	Rankin Associates I, L.P. (f/k/a CTR Family Associates, L.P.)

26.	The Trust created under the Agreement, dated December 28, 1976, between National City Bank, as trustee, and Clara L.T. Rankin, for the benefit of grandchildren

27.	The Trust created under the Agreement, dated July 20, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. Rankin, for the benefit of Clara T. Rankin

28.	The Trust created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Alfred M. Rankin, Jr., for the benefit of Alfred M. Rankin, Jr.

29.	The Trust created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Victoire G. Rankin, as trustee, and Victoire G. Rankin, for the benefit of Victoire G. Rankin

30.	The Trust created under the Agreement, dated December 29, 1967, as supplemented, amended and restated, between Thomas T. Rankin, as trustee, and Thomas T. Rankin, creating a trust for the benefit of Thomas T. Rankin

31.	The Trust created under the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Claiborne R. Rankin

32.	The Trust created under the Agreement, dated September 11, 1973, as supplemented, amended and restated, between Roger F. Rankin, as trustee, and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin

33.	The Trust created under the Agreement, dated September 28, 2000, between Alfred M. Rankin, Jr., as trustee, and Bruce T. Rankin, for the benefit of Bruce T. Rankin

34.	The Trust created under the Agreement, dated October 15, 1975, between National City Bank, as trustee, and Theodore D. Taplin, for the benefit of Theodore D. Taplin

35.	The Trust created under the Agreement, dated December 30, 1977, as supplemented, amended and restated, between National City Bank, as trustee, and Britton T. Taplin for the benefit of Britton T. Taplin

36.	The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. (Rankin) Williams for the benefit of Clara T. (Rankin) Williams

37.	The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Helen P. (Rankin) Butler for the benefit of Helen P. (Rankin) Butler

Amendment to HBBHC Stockholders’ Agreement

38.	Corbin Rankin

39.	Alison A. Rankin

40.	National City Bank as agent under the Agreement, dated July 16, 1969, with Margaret E. Taplin

41.	Alison A. Rankin, as trustee fbo A. Farnham Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor

42.	Alison A. Rankin, as trustee fbo Elisabeth M. Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor

43.	Rankin Associates II, L.P.

44.	John C. Butler, Jr.

45.	Clara Rankin Butler

46.	The Trust created under the Agreement, dated July 24, 1998, as amended, between Frank F. Taplin, as trustee, and Frank F. Taplin, for the benefit of Frank F. Taplin

47.	David B. H. Williams

48.	Griffin B. Butler (by John C. Butler, Jr. as Custodian)

49.	The Claiborne R. Rankin, Jr. Revocable Trust dated August 25, 2000

50.	Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of A. Farnham Rankin

51.	Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of Elisabeth M. Rankin

52.	Alison A. Rankin as Trustee of the Alison A. Rankin Revocable Trust, dated September 11, 2000

53.	The Trust created under the Agreement, dated December 20, 1993 for the benefit of Matthew M. Rankin

54.	Scott Seelbach

55.	Margo Jamison Victoire Williams (by Clara Rankin Williams as Custodian)

56.	Trust created under the Agreement, dated June 1, 1995, between Chloe O. Rankin, as Trustee, and Chloe O. Rankin, for the benefit of Chloe O. Rankin

57.	Trust created by the Agreement, dated June 17, 1999, between John C. Butler, Jr., as trustee, and John C. Butler, Jr., creating a trust for the benefit of John C. Butler, Jr.

Amendment to HBBHC Stockholders’ Agreement

58.	Clara Rankin Butler 2002 Trust, dated November 5, 2002

59.	Griffin Bedwell Butler 2002 Trust, dated November 5, 2002

60.	Elizabeth B. Rankin

61.	Margo Jamison Victoire Williams 2004 Trust created by the Agreement, dated December 10, 2004, between David B.H. Williams, as trustee, and Clara Rankin Williams, creating a trust for the benefit of Margo Jamison Victoire Williams

62.	Helen Charles Williams 2004 Trust created by the Agreement, dated December 10, 2004, between David B.H. Williams, as trustee, and Clara Rankin Williams, creating a trust for the benefit of Helen Charles Williams

63.	Helen Charles Williams (by David B.H. Williams as Custodian)

64.	Julia L. Rankin Kuipers

65.	Trust created by the Agreement, dated December 21, 2004 for the benefit of Julia L. Rankin

66.	Thomas Parker Rankin

67.	Taplin Elizabeth Seelbach (by Scott Seelbach as Custodian)

68.	Trust created by the Agreement, dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Taplin Elizabeth Seelbach

69.	Rankin Associates IV, L.P.

70.	Marital Trust created by the Agreement, dated January 21, 1966, as supplemented, amended and restated, between National City Bank and Beatrice Taplin, as Trustees, and Thomas E. Taplin, for the benefit of Beatrice B. Taplin

71.	Trust created by the Agreement, dated May 10, 2007, between Mathew M. Rankin, as Grantor, and Mathew M. Rankin and James T. Rankin, as co-trustees, for the benefit of Mary Marshall Rankin

72.	Trust created by Agreement, dated May 10, 2007, between Mathew M. Rankin, as trustee, and James T. Rankin, creating a trust for the benefit of William Alexander Rankin

73.	Trust created by the Agreement dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Isabelle Scott Seelbach

74.	Lynne Turman Rankin

75.	Jacob A. Kuipers

76.	2012 Chloe O. Rankin Trust

Amendment to HBBHC Stockholders’ Agreement

77.	2012 Corbin K. Rankin Trust

78.	2012 Alison A. Rankin Trust

79.	2012 Helen R. Butler Trust

80.	2012 Clara R. Williams Trust

81.	The David B.H. Williams Trust, David B.H. Trustee u/a/d October 14, 2009

82.	Mary Marshall Rankin (by Matthew M. Rankin, as Custodian)

83.	William Alexander Rankin (by Matthew M. Rankin, as Custodian)

84.	Margaret Pollard Rankin (by James T. Rankin, as Custodian)

85.	Trust created by the Agreement, dated April 10, 2009, between Chloe R. Seelbach, as trustee, creating a trust for the benefit of Chloe R. Seelbach

86.	Trust created by the Agreement, dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Thomas Wilson Seelbach

87.	Isabelle Seelbach (by Chloe R. Seelbach, as Custodian)

88.	Elisabeth M. Rankin

89.	A. Farnham Rankin

90.	Taplin Annuity Trust #1 of Beatrice B. Taplin dated June 18, 2011

91.	The Beatrice B. Taplin Trust/Custody dtd December 12, 2001, Beatrice B. Taplin, as Trustee, for the benefit of Beatrice B. Taplin

92.	Ngaio T. Lowry Trust, dated February 26, 1998, Caroline T. Ruschell, Trustee

93.	Caroline T. Ruschell Trust Agreement dated December 8, 2005, Caroline T. Ruschell as Trustee

94.	Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 and as amended, Beatrice Taplin, Trustee

95.	Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 amended, per IRC 1015(A) Dual Basis Sub-Account, Beatrice Taplin, Trustee

96.	Alfred M. Rankin Jr.-Roth IRA- Brokerage Account #*****

97.	John C. Butler, Jr.-Roth IRA- Brokerage Account #*****

Amendment to HBBHC Stockholders’ Agreement

98.	DiAhn Taplin

99.	BTR 2012 GST for Helen R. Butler

100.	BTR 2012 GST for Clara R. Williams

101.	BTR 2012 GST for James T. Rankin

102.	BTR 2012 GST for Matthew M. Rankin

103.	BTR 2012 GST for Thomas P. Rankin

104.	BTR 2012 GST for Chloe R. Seelbach

105.	BTR 2012 GST for Claiborne R. Rankin, Jr.

106.	BTR 2012 GST for Julia R. Kuipers

107.	BTR 2012 GST for Anne F. Rankin

108.	BTR 2012 GST for Elisabeth M. Rankin

109.	The Anne F. Rankin Trust dated August 15, 2012

110.	Trust created by the Agreement, dated August 20, 2009 between James T. Rankin, as Trustee, and James T. Rankin, creating a trust for the benefit of James T. Rankin

111.	Thomas P.K. Rankin, Trustee of the trust created by agreement, dated February 2, 2011, as supplemented, amended and restated, between Thomas P.K. Rankin, as trustee, and Thomas P.K. Rankin, creating a trust for the benefit of Thomas P.K. Rankin

112.	Claiborne R. Rankin Trust for children of Julia R. Kuipers dated December 27, 2013 under Custody Agreement dated December 27, 2013 fbo Evelyn R. Kuipers

113.	2016 Anne F. Rankin Trust

114.	2016 Elisabeth M. Rankin Trust

115.	AMR Associates, LP

116.	Claiborne R. Rankin Trust for Children of Claiborne R. Rankin, Jr. dtd 08/26/2016 FBO Claiborne Read Rankin III

117.	Claiborne R. Rankin Trust for Children of Julia R. Kuipers dtd 12/27/2013 FBO Matilda Alan Kuipers

118.	Claiborne Read Rankin III (by Claiborne R. Rankin, Jr., as Custodian)

119.	Matilda Alan Kuipers (by Julia R. Kuipers, as Custodian)

Amendment to HBBHC Stockholders’ Agreement

120.	Vested Trust for James T. Rankin, Jr. U/A/D December 4, 2015

121.	Vested Trust for Margaret Pollard Rankin U/A/D December 4, 2015

122.	Evelyn R. Kuipers (by Julia R. Kuipers, as Custodian)

123.	James T. Rankin, Jr. (by James T. Rankin, as Custodian)

124.	Thomas Wilson Seelbach (by Chloe R. Seelbach, as Custodian)

125.	The Trust created under the Agreement, dated January 11, 1965, as supplemented, amended, and restated, between PNC Bank, as Co-Trustee, and Alfred M. Rankin, Jr., as Co-Trustee, for the benefit of the grandchildren.

126.	Rankin Associates V, L.P.

127.	Rankin Associates VI, L.P.

128.	Paige J. Rankin (by Claiborne R. Rankin, Jr. as Custodian)

129.	Claiborne R. Rankin, Jr., Trustee of the Trust FBO Paige J. Rankin U/T/A Vested Trusts for Children of Claiborne R. Rankin, Jr. dated 08/26/2016

130.	Roger F. Rankin, Trustee of the Elisabeth Marshall Rankin Main Trust u/a/d December 30, 2015

131.	BTR 2020 GST Trust for Matthew M. Rankin

132.	BTR 2020 GST Trust for James T. Rankin

133.	BTR 2020 GST Trust for Thomas P. K. Rankin

134.	BTR 2020 GST Trust for Chloe R. Seelbach

135.	BTR 2020 GST Trust for Claiborne R. Rankin, Jr.

136.	BTR 2020 GST Trust for Julia R. Kuipers

137.	BTR 2020 GST Trust for Anne F. Rankin

138.	BTR 2020 GST Trust for Elisabeth M. Rankin

139.	BTR 2020 GST Trust for Clara R. Williams

140.	BTR 2020 GST Trust for Helen R. Butler

141.	CRW 2020 GST Trust for Margo J.V. Williams

142.	CRW 2020 GST Trust for Helen C. Williams

Amendment to HBBHC Stockholders’ Agreement

143.	HRB 2020 GST Trust for Clara R. Butler

144.	HRB 2020 GST Trust for Griffin B. Butler

145.	JCB 2020 GST Trust for Clara R. Butler

146.	JCB 2020 GST Trust for Griffin B. Butler

EX-99.4 4 d298740dex994.htm EX-99.4 EX-99.4

Exhibit 4

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, the undersigned agree that the statement to which this Exhibit is attached is filed on behalf of each of the undersigned.

Date: June 6, 2022


ABIGAIL II LLC

By:		/s/ Britton T. Taplin
		Britton T. Taplin
		Manager

REPORTING PERSONS

By:		/s/ Britton T. Taplin
		Name: Britton T. Taplin on behalf of himself, and as:

		Attorney-in-Fact for Marital Trust created by the Agreement, dated January 21, 1966, as supplemented, amended and restated, between PNC Bank and Beatrice Taplin, as Trustees, and Thomas E. Taplin, for the benefit of Beatrice B. Taplin
		Attorney-in-Fact for Beatrice B. Taplin
		Attorney-in-Fact for Frank F. Taplin

EX-99.5 5 d298740dex995.htm EX-99.5 EX-99.5

Exhibit 5

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, each of the undersigned hereby constitutes and appoints Britton T. Taplin, Lawrence K. Workman, Jr., Valerie Van Dyke, Jessica Savage, Eric Orsic and Andrew C. Thomas, and each of them, as the true and lawful attorney-in-fact or attorneys-in-fact, with full power of substitution and resubstitution, for the undersigned and in the name, place and stead of the undersigned, in any and all capacities to execute any and all statements under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) of beneficial ownership of shares of Hamilton Beach Brands Holding Company Class A Common Stock, including all statements on Schedule 13D and all amendments thereto, all joint filing agreements pursuant to Rule 13d-l(k) under such Exchange Act in connection with such statements, all initial statements of beneficial ownership on Form 3 and any and all other documents to be filed with the Securities and Exchange Commission (the “Commission”), and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Commission.

If applicable law requires additional or substituted language in order to validate the power of attorney intended to be granted hereby, each of the undersigned agrees to execute and deliver such additional instruments and to take such further acts as may be necessary to validate such power of attorney.


/s/ Britton T. Taplin								June 6, 2022
Britton T. Taplin								Date

/s/ Beatrice B. Taplin								June 6, 2022
Marital Trust created by the Agreement, dated January 21, 1966, as supplemented, amended and restated, between PNC Bank and Beatrice Taplin, as Trustees, and Thomas E. Taplin, for the benefit of Beatrice B. Taplin								Date

/s/ Beatrice B. Taplin								June 6, 2022
Beatrice B. Taplin								Date

/s/ Frank F. Taplin								June 6, 2022
Frank F. Taplin								Date