SC 13E3

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13E-3

RULE 13E-3 TRANSACTION STATEMENT
UNDER SECTION 13(E) OF
THE SECURITIES EXCHANGE ACT OF 1934

HARDINGE INC.
(Name of the Issuer)

Hardinge Inc.
Hardinge Merger Sub, Inc.
Hardinge Holdings, LLC
Privet Capital Investments II, LP
Privet Fund LP
Privet Fund Management LLC
Mr. Ryan Levenson

(Names of Persons Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
412324303
(CUSIP Number of Class of Securities)

Hardinge Inc.
One Hardinge Drive
Elmira, NY 14903
Phone: (607) 734-2281
Attn: Charles P. Dougherty Privet Fund LP
79 West Paces Ferry Road
Suite 200B
Atlanta, GA 30305
Phone: (404) 419-2670
Attn: Ryan Levenson

           (Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)

With copies to
Wachtell, Lipton, Rosen & Katz 52 West 52nd Street New York, NY 10019 (212) 403-1000 Attn: Trevor S. Norwitz	Bryan Cave LLP One Atlantic Center, 14th floor 1201 W. Peachtree St., N.W. Atlanta, GA 30309-3471 (404) 572-6787 Attn: Rick Miller

           This statement is filed in connection with (check the appropriate box):

a. ý	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b. o	The filing of a registration statement under the Securities Act of 1933.
c. o	A tender offer.
d. o	None of the above.

           Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:    ý

           Check the following box if the filing is a final amendment reporting the results of the transaction:    o

Calculation of Filing Fee

Aggregate merger consideration*	Amount of filing fee**
$243,846,420.50	$30,358.88

*

Calculated solely for the purpose of determining the filing fee. The aggregate merger consideration was calculated as the sum of (a) 12,966,148 shares of common stock (including shares of restricted stock) multiplied by the merger consideration of $18.50 per share, (b) 116,545 shares of common stock issuable upon settlement of restricted stock units, performance stock units and director stock units (assuming the target achievement of the performance goals applicable to such awards) multiplied by the merger consideration of $18.50 per share and (c) 310,000 outstanding stock options (assuming the target achievement of the performance goals applicable to such awards) multiplied by the per share merger consideration of $18.50 per share less the $12.64 weighted average exercise price of the outstanding stock options.

**

In accordance with Exchange Act Rule 0-11(c)(1), the filing fee was calculated by multiplying 0.0001245 by the aggregate merger consideration.

ý

Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule, and the date of its filing.

Amount Previously Paid:	$30,358.88	Filing Party:	Hardinge Inc.
Form or Registration No.:	Schedule 14A	Date Filed:	March 5, 2018

Introduction

        This Transaction Statement on Schedule 13E-3 ("Transaction Statement") is being filed with the Securities and Exchange Commission (the "SEC") pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by (i) Hardinge Inc. ("Hardinge"); (ii) Hardinge Merger Sub Inc. ("Acquisition Sub"); (iii) Hardinge Holdings, LLC "Parent" and together with Acquisition Sub, Privet Capital Investments II, LP, and the Sponsor Entities (as defined below), the "Parent Group"); (iv) Privet Fund LP; (v) Privet Fund Management LLC (together with Privet Fund LP, the "Sponsor Entities"); and (vi) Mr. Ryan Levenson; (each of (i) through (vi) a "Filing Person").

        This Transaction Statement relates to the Agreement and Plan of Merger, dated as of February 12, 2018, (as it may be amended from time to time, the "Merger Agreement") by and among Hardinge, Parent and Acquisition Sub. If the Merger Agreement is adopted by Hardinge's shareholders and the other conditions under the Merger Agreement are either satisfied or waived, Acquisition Sub will be merged with and into Hardinge, the separate corporate existence of Acquisition Sub will cease and Hardinge will continue its corporate existence under New York law as the surviving corporation in the merger (the "Merger"). Upon completion of the Merger, each share of Hardinge's common stock, par value $0.01 per share (each, a "Share" and collectively, "Shares") (other than Shares owned by Privet Fund LP) will be converted into the right to receive $18.50 per Share in cash, without interest and less any applicable withholding taxes. Following the completion of the Merger, the Shares will no longer be publicly traded, and holders of such Shares that have been converted will cease to have any ownership interest in Hardinge.

        Concurrently with the filing of this Transaction Statement, Hardinge is filing with the SEC a proxy statement (the "Proxy Statement") under Regulation 14A of the Exchange Act, pursuant to which Hardinge's board of directors is soliciting proxies from shareholders of Hardinge in connection with the Merger. The Proxy Statement is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached to the Proxy Statement as Annex A and is incorporated herein by reference. As of the date hereof, the Proxy Statement is in preliminary form, and is subject to completion or amendment. Terms used but not defined in this Transaction Statement have the meanings assigned to them in the Proxy Statement.

        Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement, including all annexes thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3.

        While each of the Filing Persons acknowledges that the Merger is a going private transaction for purposes of Rule 13e-3 under the Exchange Act, the filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that Hardinge is "controlled" by any of the Filing Persons and/or their respective affiliates.

        All information contained in, or incorporated by reference into, this Transaction Statement concerning each Filing Person has been supplied by such Filing Person.

Item 1.    Summary Term Sheet

Regulation M-A Item 1001

        The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

"Summary Term Sheet"

2

"Questions and Answers About the Special Meeting and the Merger"

Item 2.    Subject Company Information

Regulation M-A Item 1002

        (a)    Name and address.    Hardinge's name, and the address and telephone number of its principal executive offices are:

Hardinge Inc.
One Hardinge Drive
Elmira, NY 14903
Phone: (607) 734-2281

        (b)    Securities.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

"Summary Term Sheet"

"Questions and Answers About the Special Meeting and the Merger"

"The Special Meeting—Record Date and Quorum"

        (c)    Trading market and price.    The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

        "Other Important Information Regarding the Company—Market Price of Common Stock and Dividends"

        (d)    Dividends.    The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

        "Other Important Information Regarding the Company—Market Price of Common Stock and Dividends"

        (e)    Prior public offerings.    The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

"Other Important Information Regarding the Company—Prior Public Offerings"

        (f)    Prior stock purchases.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

        "Other Important Information Regarding the Company—Certain Transactions in the Shares"

Item 3.    Identity and Background of Filing Person

Regulation M-A Item 1003

        (a) - (c) The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

"Summary Term Sheet"

"Parties to the Merger"

        "Other Important Information Regarding the Company—Directors and Executive Officers of the Company"

        "Other Important Information Regarding the Parent Group and Privet—Identity and Background of Parent, Acquisition Sub, the Sponsor Entities and Their Controlling Affiliates"

3

Item 4.    Terms of the Transaction

Regulation M-A Item 1004

        (a)    Material terms.

        (1)   Not Applicable

        (2)(i)  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

"Summary Term Sheet"

"Questions and Answers About the Special Meeting and the Merger"

"Special Factors—Background of the Merger"

"Special Factors—Effective Time of the Merger"

"Special Factors—Payment of Merger Consideration"

"The Merger Agreement—Conditions to the Completion of the Merger"

        (2)(ii)  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

"Summary Term Sheet"

"Questions and Answers About the Special Meeting and the Merger"

"The Merger Agreement—The Merger; Merger Consideration"

        (2)(iii)  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

        "Special Factors—Reasons for the Merger; Recommendation of the Board; Fairness of the Merger"

"Special Factors—Purpose and Reasons of the Company for the Merger"

"Special Factors—Purpose and Reasons of the Privet Filing Parties for the Merger"

        (2)(iv)  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

"Questions and Answers About the Special Meeting and the Merger"

"The Special Meeting—Vote Required"

        (2)(v)  The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

"Special Factors—Certain Effects of the Merger"

        (2)(vi)  The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

"Special Factors—Accounting Treatment"

        (2)(vii)  The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

"Special Factors—Material U.S. Federal Income Tax Consequences of the Merger"

4

        (c)    Different terms.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

        "Summary Term Sheet"

"Questions and Answers About the Special Meeting and the Merger"

"Special Factors—Certain Effects of the Merger"

        "Special Factors—Interests of Executive Officers and Directors of the Company in the Merger"

"The Merger Agreement—The Merger; Merger Consideration"

        (d)    Appraisal rights.    Not applicable.

        (e)    Provisions for unaffiliated security holders.    The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

"Special Factors—Provisions for Unaffiliated Shareholders"

        (f)    Eligibility for listing or trading.    Not applicable.

Item 5.    Past Contacts, Transactions, Negotiations and Agreements

Regulation M-A Item 1005

        (a)(1) - (2)    Transactions.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

"Summary Term Sheet"

"Special Factors—Background of the Merger"

"The Merger Agreement—The Merger; Merger Consideration"

"The Merger Agreement—Guaranty"

"Support Agreement"

"The Debt Commitment Letter"

        "Other Important Information Regarding the Company—Certain Transactions in the Shares"

        "Other Important Information Regarding the Parent Group and Privet—Significant Past Transactions and Contracts"

        (b) - (c)    Significant corporate events; Negotiations or contacts.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

"Summary Term Sheet"

"Special Factors—Background of the Merger"

"Special Factors—Recommendation of the Board; Fairness of the Merger"

"Support Agreement"

"The Merger Agreement"

        "Other Important Information Regarding the Company—Significant Past Transactions and Contracts"

5

        (e)    Agreements involving the subject company's securities.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

"Summary Term Sheet"

"Questions and Answers About the Special Meeting and the Merger"

"Special Factors—Background of the Merger"

"The Merger Agreement"

"Support Agreement"

"The Special Meeting—Vote Required"

"Other Important Information Regarding the Company—Certain Transactions in the Shares"

        "Other Important Information Regarding the Parent Group and Privet—Significant Past Transactions and Contracts"

Item 6.    Purposes of the Transaction, and Plans or Proposals.

Regulation M-A Item 1006

        (a)    Purposes.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

"Special Factors—Purpose and Reasons of the Company for the Merger"

"Special Factors—Purpose and Reasons of the Privet Filing Parties for the Merger"

        (b)    Use of securities acquired.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

"Summary Term Sheet"

"Special Factors—Plans for the Company After the Merger"

"Special Factors—Certain Effects of the Merger"

"Special Factors—Payment of Merger Consideration and Surrender of Stock Certificates"

        "Other Important Information Regarding the Company—Market Price of Common Stock and Dividends"

"Delisting and Deregistration of Common Stock"

        "Other Important Information Regarding the Parent Group—Significant Past Transactions and Contracts"

        (c)(1) - (8)    Plans.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

"Summary Term Sheet"

"Questions and Answers About the Special Meeting and the Merger"

"Special Factors—Purpose and Reasons of the Privet Filing Parties for the Merger"

"Special Factors—Plans for the Company After the Merger"

"Special Factors—Certain Effects of the Merger"

"Special Factors—Financing of the Merger"

6

"The Merger Agreement—The Merger; Merger Consideration"

        "Other Important Information Regarding the Company—Market Price of Common Stock and Dividends"

        "Other Important Information Regarding the Company—Directors and Executive Officers of the Company"

"Delisting and Deregistration of Common Stock"

Annex A—Agreement and Plan of Merger

Item 7.    Purposes, Alternatives, Reasons and Effects

Regulation M-A Item 1013

        (a)    Purposes.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

"Summary Term Sheet"

"Questions and Answers About the Special Meeting and the Merger"

"Special Factors—Background of the Merger"

"Special Factors—Recommendation of the Board; Fairness of the Merger"

"Special Factors—Purpose and Reasons of the Company for the Merger"

"Special Factors—Purpose and Reasons of the Privet Filing Parties for the Merger"

"Special Factors—Plans for the Company After the Merger"

"Special Factors—Certain Effects of the Merger"

        (b)    Alternatives.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

"Special Factors—Background of the Merger"

"Special Factors—Recommendation of the Board; Fairness of the Merger"

"Special Factors—Position of the Privet Filing Parties as to the Fairness of the Merger"

"Special Factors—Purpose and Reasons of the Privet Filing Parties for the Merger"

        (c)    Reasons.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

"Special Factors—Background of the Merger"

"Special Factors—Recommendation of the Board; Fairness of the Merger"

"Special Factors—Purpose and Reasons of the Company for the Merger"

"Special Factors—Purpose and Reasons of the Privet Filing Parties for the Merger"

"Special Factors—Certain Effects of the Merger"

        (d)    Effects.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

"Summary Term Sheet"

"Questions and Answers About the Special Meeting and the Merger"

7

"Special Factors—Background of the Merger"

"Special Factors—Recommendation of the Board; Fairness of the Merger"

"Special Factors—Purpose and Reasons of the Company for the Merger"

"Special Factors—Purpose and Reasons of the Privet Filing Parties for the Merger"

"Special Factors—Plans for the Company After the Merger"

"Special Factors—Certain Effects of the Merger"

        "Special Factors—Interests of Executive Officers and Directors of the Company in the Merger"

"Special Factors—Material U.S. Federal Income Tax Consequences of the Merger"

"Special Factors—Financing of the Merger"

"Special Factors—Fees and Expenses"

"The Merger Agreement—The Merger; Merger Consideration"

"Special Factors—Payment of Merger Consideration and Surrender of Stock Certificates"

        "Other Important Information Regarding the Company—Market Price of Common Stock and Dividends"

"Delisting and Deregistration of Common Stock"

Annex A—Agreement and Plan of Merger

Item 8.    Fairness of the Transaction

Regulation M-A Item 1014

        (a) - (b)    Fairness; Factors considered in determining fairness.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

"Summary Term Sheet"

"Questions and Answers About the Special Meeting and the Merger"

"Special Factors—Background of the Merger"

"Special Factors—Recommendation of the Board; Fairness of the Merger"

"Special Factors—Position of the Privet Filing Parties as to the Fairness of the Merger"

"Special Factors—Opinion of BMO Capital Markets Corp."

"Special Factors—Purpose and Reasons of the Company for the Merger"

"Special Factors—Purpose and Reasons of the Privet Filing Parties for the Merger"

Annex C—Opinion of BMO Capital Markets Corp.

        (c)    Approval of security holders.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

"Summary Term Sheet"

"Questions and Answers About the Special Meeting and the Merger"

"The Merger Agreement—Conditions to the Completion of the Merger"

8

"The Special Meeting—Vote Required"

        (d)    Unaffiliated representative.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

"Special Factors—Recommendation of the Board; Fairness of the Merger"

"Special Factors—Position of the Privet Filing Parties as to the Fairness of the Merger"

"Special Factors—Provisions for Unaffiliated Shareholders"

        (e)    Approval of directors.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

"Summary Term Sheet"

"Questions and Answers About the Special Meeting and the Merger"

"Special Factors—Background of the Merger"

"Special Factors—Recommendation of the Board; Fairness of the Merger"

"Special Factors—Position of the Privet Filing Parties as to the Fairness of the Merger"

        (f)    Other offers.    Not applicable.

Item 9.    Reports, Opinions, Appraisals and Certain Negotiations

Regulation M-A Item 1015

        (a) - (c)    Report, opinion or appraisal; Preparer and summary of the report, opinion or appraisal; Availability of documents.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

"Summary Term Sheet"

"Questions and Answers About the Special Meeting and the Merger"

"Special Factors—Background of the Merger"

"Special Factors—Recommendation of the Board; Fairness of the Merger"

"Special Factors—Opinion of BMO Capital Markets Corp."

"Where You Can Find More Information"

Annex C—Opinion of BMO Capital Markets Corp.

        The Preliminary Discussion Materials of BMO Capital Markets Corp. to the Strategic Alternatives Committee of the Board of Directors of the Company, dated November 1, 2017, are incorporated herein by reference.

        The Preliminary Discussion Materials of BMO Capital Markets Corp. to the Strategic Alternatives Committee of the Board of Directors of the Company, dated January 25, 2018, are incorporated herein by reference.

        The Preliminary Discussion Materials of BMO Capital Markets Corp. to the Strategic Alternatives Committee of the Board of Directors of the Company, dated February 5, 2018, are incorporated herein by reference.

        The Presentation of BMO Capital Markets Corp. to the Strategic Alternatives Committee of the Board of Directors of the Company, dated February 11, 2018, are incorporated herein by reference.

9

        The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of Hardinge during its regular business hours by any interested equity security holder of Hardinge or representative who has been so designated in writing.

Item 10.    Source and Amounts of Funds or Other Consideration

Regulation M-A Item 1007

        (a) - (b), (d)    Source of funds; Conditions; Borrowed funds.    The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

"Summary Term Sheet"

"Special Factors—Financing of the Merger"

"The Merger Agreement—Financing"

"The Merger Agreement—Guarantee"

        (c)    Expenses.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

"Summary Term Sheet"

"Special Factors—Fees and Expenses"

"The Merger Agreement—Termination"

Item 11.    Interest in Securities of the Subject Company

Regulation M-A Item 1008

        (a)    Securities ownership.    The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

        "Other Important Information Regarding the Company—Security Ownership of Certain Beneficial Owners and Management"

        (b)    Securities transactions.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

"Other Important Information Regarding the Company—Certain Transactions in the Shares"

Item 12.    The Solicitation or Recommendation

Regulation M-A Item 1012

        (d)    Intent to tender or vote in a going-private transaction.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

"Summary Term Sheet"

"Questions and Answers About the Special Meeting and the Merger"

"Special Factors—Position of the Privet Filing Parties as to the Fairness of the Merger"

"Special Factors—Purpose and Reasons of the Privet Filing Parties for the Merger"

"Special Factors—Intent to Vote in Favor of the Merger"

"Support Agreement"

"The Special Meeting—Vote Required"

10

Annex B—Support Agreement

        (e)    Recommendation of others.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

"Summary Term Sheet"

"Questions and Answers About the Special Meeting and the Merger"

"Special Factors—Background of the Merger"

"Special Factors—Recommendation of the Board; Fairness of the Merger"

"Special Factors—Position of the Privet Filing Parties as to the Fairness of the Merger"

"Special Factors—Purpose and Reasons of the Privet Filing Parties for the Merger"

"Support Agreement"

Annex B—Support Agreement

Item 13.    Financial Information

Regulation M-A Item 1010

        (a)    Financial statements.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

        "Other Important Information Regarding the Company—Selected Historical Consolidated Financial Data"

        "Other Important Information Regarding the Company—Ratio of Earnings to Fixed Charges"

        "Other Important Information Regarding the Company—Book Value per Share"

        "Where You Can Find More Information"

        (b)    Pro forma information.    Not applicable.

Item 14.    Persons/Assets, Retained, Employed, Compensated or Used

Regulation M-A Item 1009

        (a) - (b)    Solicitations or recommendations; Employees and corporate assets.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

        "Summary Term Sheet"

        "Questions and Answers About the Special Meeting and the Merger"

        "Special Factors—Background of the Merger"

        "Special Factors—Recommendation of the Board; Fairness of the Merger"

        "Special Factors—Fees and Expenses"

        "The Special Meeting—Solicitation of Proxies; Payment of Solicitation Expenses"

11

Item 15.    Additional Information

Regulation M-A Item 1011

        (b)    Golden Parachute Compensation.    The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

"Summary Term Sheet"

        "Special Factors—Certain Effects of the Merger"

        "Special Factors—Interests of Executive Officers and Directors of the Company in the Merger—Golden Parachute Compensation"

        "The Merger Agreement—The Merger; Merger Consideration"

        (c)    Other material information.    The information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

Item 16.    Exhibits

Regulation M-A Item 1016

        (a)(1) Preliminary Proxy Statement of Hardinge Inc. (the "Proxy Statement") (incorporated herein by reference to the Schedule 14A filed concurrently with the SEC).

        (a)(2) Form of Proxy Card (incorporated herein by reference to the Proxy Statement).

        (a)(3) Letter to Hardinge Inc. Shareholders (incorporated herein by reference to the Proxy Statement).

        (a)(4) Notice of Special Meeting of Shareholders (incorporated herein by reference to the Proxy Statement).

        (a)(5) Press Release dated February 12, 2018 (filed as Exhibit 99.1 to Hardinge Inc.'s Current Report on Form 8-K, filed February 12, 2018 and incorporated herein by reference).

        (b)(1)* Debt Commitment Letter, dated February 12, 2018, by and among Hardinge Holdings, LLC, Privet Fund Management, LLC, and White Oak Global Advisors, LLC, filed as Exhibit 99.2 to the 13D/A filed by Privet Fund LP on February 16, 2018, and incorporated herein by reference.

        (b)(2) Amendment to the Debt Commitment Letter, dated February 22, 2018, by and among Hardinge Holdings, LLC, Privet Fund Management, LLC, and White Oak Global Advisors, LLC.

        (c)(1) Preliminary Discussion Materials of BMO Capital Markets Corp. to the Strategic Alternatives Committee of the Board of Directors of the Company, dated November 1, 2017.

        (c)(2) Preliminary Discussion Materials of BMO Capital Markets Corp. to the Strategic Alternatives Committee of the Board of Directors of the Company, dated January 25, 2018.

        (c)(3) Preliminary Discussion Materials of BMO Capital Markets Corp. to the Strategic Alternatives Committee of the Board of Directors of the Company, dated February 5, 2018.

        (c)(4) Presentation of BMO Capital Markets Corp. to the Strategic Alternatives Committee of the Board of Directors of the Company, dated February 11, 2018.

        (c)(5) Opinion of BMO Capital Markets Corp., dated February 11, 2018 (incorporated herein by reference to Annex C of the Proxy Statement).

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        (d)(1) Agreement and Plan of Merger, dated as of February 12, 2018, by and among Hardinge Holdings, LLC, Hardinge Merger Sub, Inc., and Hardinge Inc. (incorporated herein by reference to Annex A of the Proxy Statement).

        (d)(2) Support Agreement, dated as of February 12, 2018, by and among Hardinge Inc., Privet Fund LP, and Privet Fund Management LLC (incorporated herein by reference to Annex B of the Proxy Statement).

        (d)(3) Limited Guaranty, dated as of February 12, 2018, by and among Privet Fund LP and Hardinge Inc., filed as Exhibit 99.4 to the 13D/A filed by Privet Fund LP on February 16, 2018 and incorporated herein by reference.

        (f) Not applicable.

        (g) None.

*

Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission by Hardinge Holdings, LLC and Privet Fund Management, LLC pursuant to a request for confidential treatment.

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SIGNATURE

        After due inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of March 5, 2018

HARDINGE INC.
By:	/s/ CHARLES P. DOUGHERTY
	Name:	Charles P. Dougherty
	Title:	President and Chief Executive Officer
PRIVET FUND LP
By:	Privet Fund Management LLC, its General Partner
By:	/s/ RYAN LEVENSON
	Name:	Ryan Levenson
	Its:	Managing Member
PRIVET FUND MANAGEMENT LLC
By:	/s/ RYAN LEVENSON
	Name:	Ryan Levenson
	Its:	Managing Member
PRIVET CAPITAL INVESTMENTS II, LP
By:	Privet Capital Management LLC, its General Partner
By:	/s/ RYAN LEVENSON
	Name:	Ryan Levenson
	Its:	Managing Member

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HARDINGE HOLDINGS, LLC
By:	Privet Fund Management LLC, its Manager
By:	/s/ RYAN LEVENSON
	Name:	Ryan Levenson
	Its:	Managing Member
HARDINGE MERGER SUB, INC.
By:	/s/ RYAN LEVENSON
	Name:	Ryan Levenson
	Its:	Chief Executive Officer

15

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Item 1. Summary Term Sheet
Item 2. Subject Company Information
Item 3. Identity and Background of Filing Person
Item 4. Terms of the Transaction
Item 5. Past Contacts, Transactions, Negotiations and Agreements

Item 6. Purposes of the Transaction, and Plans or Proposals.
Item 7. Purposes, Alternatives, Reasons and Effects
Item 8. Fairness of the Transaction
Item 9. Reports, Opinions, Appraisals and Certain Negotiations

Item 10. Source and Amounts of Funds or Other Consideration
Item 11. Interest in Securities of the Subject Company
Item 12. The Solicitation or Recommendation
Item 13. Financial Information
Item 14. Persons/Assets, Retained, Employed, Compensated or Used
Item 15. Additional Information
Item 16. Exhibits

SIGNATURE

EX-99.(B)(2)

Exhibit (b)(2)

February 22, 2018

HARDINGE HOLDINGS, LLC

PRIVET FUND MANAGEMENT, LLC

79 West Paces Ferry Road

2nd Floor

Atlanta, GA 30305

Attn:  Ryan Levenson

Amendment to Commitment Letter

$115,000,000 Senior Secured Term Loan Facility

Ladies and Gentlemen:

Reference is made to that certain Commitment Letter dated as of February 12, 2018 (the “Original Commitment Letter”; together with this amendment, as further amended, restated, supplemented, or otherwise modified from time to time, the “Commitment Letter” by and among Hardinge Holdings, LLC, a Delaware limited liability company (“Parent”), Privet Management, LLC (“Privet”; together with Parent, “you”), and White Oak Global Advisors, LLC (“White Oak”). All capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed thereto in the Commitment Letter.

The paragraph entitled “Commitment Expiration and Termination” in the Original Commitment Letter is hereby amended and restated in its entirety as follows:

“Commitment Expiration and Termination.  If you are in agreement with the foregoing, then, no later than 9:00 p.m., California time, on February 12, 2018 (the “Expiration Date”), please execute and deliver to White Oak a copy of this Commitment Letter, dated of even date herewith, between you and White Oak. Provided you accept this Commitment Letter by executing and delivering to White Oak such documents no later than 9:00 p.m., California time, on the Expiration Date, this Commitment Letter will automatically terminate on the date (such date, the “Termination Date”) that is the earliest to occur of (i) 5:00 p.m. New York City time on June 12, 2018, (ii) the Closing Date (after the funding of the Financing and the use of proceeds thereof to consummate the Acquisition) and (iii) the date decided upon mutually in writing by the parties hereto; provided, however, that if on the Termination Date either or both of the Subject Closing Conditions (as hereinafter defined) shall not have been satisfied, but all other conditions precedent to closing shall have been satisfied or waived (other than those conditions precedent that by their nature are to be satisfied at closing, provided such conditions would be capable of being satisfied if the Closing Date were on such Termination Date), then the Termination Date shall be automatically extended for one additional period of 30 days (the “Extended Termination Period”); provided, further, that if, upon the expiration of the Extended Termination Period, the condition set forth in clause (ii) of the Subject Closing Conditions shall not have been satisfied, but all other conditions precedent to closing shall have been satisfied or waived (other than those conditions precedent set forth in clauses (v) and (vi) of Exhibit C to the Commitment Letter that by their nature

are to be satisfied at closing, provided such conditions would be capable of being satisfied if the Closing Date were on such Termination Date), then, upon payment by either Parent or Privet  to White Oak of a commitment extension fee in the amount of $300,000, the Termination Date shall be automatically extended by an additional period of 45 days (the “Second Extended Termination Period”).  If the Termination Date, the last day of the Extended Termination Period or the last day of the Second Extended Termination Period is not a business day, then such date shall automatically be extended to the next succeeding business day.  The term “Subject Closing Conditions” as used herein, means the conditions to Closing (as such term will be defined in the Merger Agreement) that (i) the proxy statement relating to the Transaction and all related filings with the Securities and Exchange Commission (the “SEC”) shall have been cleared by the SEC for distribution to the shareholders of the Company, and (ii) approval of the shareholders of the Company of the Transaction has been obtained.  The date on which the Closing of the Acquisition actually occurs is referred to herein as the “Closing Date”.  The provisions of this Commitment Letter regarding indemnification and expenses, confidentiality, exclusivity and governing law shall remain in full force and effect notwithstanding the termination of this Commitment Letter, provided that, upon the occurrence of the Closing Date, the provisions of this Commitment Letter regarding indemnification and expenses, confidentiality, exclusivity shall be superseded by the provisions of the Financing documents.

This amendment shall not, by implication or otherwise, limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of White Oak and you under the Commitment Letter, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Commitment Letter, Term Sheet, or the Fee Letter.  Nothing herein shall be deemed to entitle White Oak or you to consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Commitment Letter, Term Sheet, or Fee Letter in similar or different circumstances.

This amendment shall constitute an amendment to the Commitment Letter. This amendment shall be subject to the provisions regarding choice of law and venue and jury trial waiver set forth under “Governing Law; Waiver of Jury Trial; etc.” of the Original Commitment Letter, and such provisions are incorporated herein by this reference, mutatis mutandis.

Delivery of this amendment by telefacsimile or e-mail will be effective as delivery of a manually executed counterpart.

This amendment is intended to be solely for the benefit of the parties hereto and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto, except that White Oak may perform the duties and activities described hereunder through any of its funds and/or accounts managed by White Oak.

This amendment may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each party hereto.

[Remainder of page intentionally left blank; signature page follows]

2

WHITE OAK GLOBAL ADVISORS, LLC
By:	/s/ Barbara J. S. McKee
Name: Barbara J. S. McKee
Title: Manager

ACKNOWLEDGED AND AGREED:

PRIVET FUND MANAGEMENT, LLC

By:	/s/ Ryan Levenson
Name:	Ryan Levenson
Title:	Managing Member

HARDINGE HOLDINGS, LLC

By:	Privet Fund Management LLC, its manager
	By:	/s/ Ryan Levenson
		Ryan Levenson
		Managing Member

[SIGNATURE PAGE TO AMENDMENT TO COMMITMENT LETTER]

EX-99.(C)(1)

Exhibit (c)(1) Project Precision Discussion Materials November 1, 2017

Precision Historical and Projected Financials Source: Historical financials per Precision public filings and public Precision Investor Presentations; projected financials per Precision Management Note: Assumes that projections reflect expense associated with the operational change from selling facilities. PROJECT PRECISION 1 1. 2013A-2016A Adj. EBITDA figures per Precision 4th Quarter 2016 Financial Results Supplemental Slides dated 09-Feb-2017; 2017E Adj. EBITDA per Precision Management and is adjusted for $2.6mm restructuring adjustment, $1.3mm CEO transition adjustment, and $0.1mm of other adjustments; see appendix for adjustments detail for 2013A-2016A. Historical and projected net periodic benefit cost per Precision Management. Free cash flow defined as Adj. EBITDA less capital expenditures. Defined as current assets (excluding cash) less current liabilities (excluding current portion of long term debt and deferred income taxes). 2. 3. 4. FYE December 31 Historical ($ millions) 2013A 2014A 2015A 2016A CAGR '13A - '16A Projected 2017E 2018P 2019P 2020P 2021P 2022P 2023P CAGR '17E - '23P Net Sales $329 $312 $315 $292 (3.9%) $312 $326 $337 $347 $358 $368 $379 3.3% % growth (1.5%) (5.4%) 1.2% (7.4%) COGS 224 211 211 194 Gross Margin $106 $101 $105 $98 % margin 32.1% 32.3% 33.2% 33.4% (2.6%) 7.0% 4.3% 3.5% 3.0% 3.0% 3.0% 3.0% 207 213 217 223 230 236 243 $106 $113 $120 $124 $128 $132 $137 33.8% 34.7% 35.7% 35.7% 35.8% 35.9% 36.0% 4.4% Adj. EBITDA(1) $27 $15 $19 $16 (16.4%) $21 $32 $37 $39 $42 $45 $49 15.5% % margin 8.2% 4.8% 6.0% 5.4% % growth (2.3%) (44.6%) 26.2% (16.5%) Net Periodic Benefit Cost(2) $2 $1 $2 $4 6.6% 9.7% 11.1% 11.3% 11.7% 12.3% 12.9% 31.6% 52.5% 18.7% 5.0% 6.7% 8.5% 8.1% $3 $3 $3 $3 $3 $3 $3 Adj. EBITDAP $29 $16 $21 $19 (12.7%) $24 $34 $40 $42 $45 $48 $52 14.1% % margin 8.8% 5.2% 6.6% 6.6% Depreciation & Amortization $10 $10 $9 $9 % of net sales 2.9% 3.3% 2.8% 3.0% EBITP $19 $6 $12 $10 Capital Expenditures $4 $3 $4 $2 % of net sales 1.2% 1.0% 1.3% 0.8% Free Cash Flow(3) $23 $12 $15 $13 % of net sales 7.0% 3.8% 4.6% 4.5% Working Capital(4) $113 $124 $102 $103 % of net sales 34.2% 39.9% 32.4% 35.1% (16.9%) 7.5% 10.6% 11.9% 12.1% 12.5% 13.1% 13.7% $9 $10 $10 $11 $11 $11 $12 2.9% 3.1% 3.0% 3.0% 3.1% 3.1% 3.1% $14 $24 $30 $32 $34 $37 $40 $2 $5 $5 $5 $5 $5 $5 0.8% 1.4% 1.5% 1.4% 1.4% 1.4% 1.3% $18 $27 $32 $34 $37 $40 $44 5.9% 8.3% 9.6% 9.9% 10.3% 11.0% 11.6% $104 $97 $100 $103 $105 $107 $110 33.3% 29.7% 29.7% 29.7% 29.4% 29.1% 29.0% 15.8%

Industry Trading Over Time Precision(1), Hurco(1), and Guideline Public Companies(2) INDEXED STOCK PRICE PERFORMANCE(3) $22.50 $21.39 $19.67 $19.28 $20.00 $17.50 $16.54 $15.00 $12.50 $10.00 $7.50 Oct-12 Apr-13 Oct-13 Precision Apr-14 Oct-14 Hurco Apr-15 Oct-15 Apr-16 Oct-16 S&P Industrials Apr-17 Oct-17 Guideline Public Companies EV / LTM ADJUSTED EBITDA (5 YEARS) 15.0x 12.5x 11.6x 11.2x 10.4x 10.0x 7.5x 5.0x 2.5x Oct-12 Apr-13 Oct-13 Apr-14 Oct-14 Apr-15 Hurco Oct-15 Apr-16 Oct-16 Apr-17 Oct-17 Precision Guideline Public Companies Source: SEC filings, Company(1) website, Capital IQ Note: Market data as of 31-Oct-17. No guideline public company is directly comparable to Precision. PROJECT PRECISION 2 1. 2. “Precision” or the “Company” defined as Hardinge Inc. (NasdaqGS:HDNG); “Hurco” defined as Hurco Companies, Inc. (NasdaqGS:HURC). Guideline Public Companies: Allied Motion Technologies Inc. (AMOT), CECO Environmental Corp. (CECE), The Eastern Company (EML), Graham Corporation (GHM), Key Technology Inc. (KTEC), Preformed Line Products Company (PLPC). Indexed to Precision stock price as of 26-Oct-12. 3. Average Precision HurcoGPC 6 mo.10.2x9.1x10.7x 1 yr.9.3x7.9x10.6x 3 yr.8.2x6.5x9.3x 5 yr.7.8x6.8x9.4x Return % Precision Hurco GPC S&P Industrials 6 mo. 57.5% 54.3% 34.4% 6.3% 1 yr. 60.1% 67.3% 61.8% 22.9% 3 yr. 49.8% 26.7% 58.1% 30.9% 5 yr. 64.4% 95.5% 112.7% 91.6%

Three-Year Precision Stock Price and Volume Chart Average Daily Vol. (000s) Low High VWAP 30-Trading Day 90-Trading Day 180-Trading Day 1-Year 3-Year $14.26 $12.03 $9.97 $8.24 $7.85 $16.60 $16.60 $16.60 $16.60 $16.60 $15.41 $14.17 $12.70 $12.12 $11.21 0.043 0.038 0.038 0.036 0.031 Offer Price $17.25 $18.00 300 $16.00 250 $14.00 $12.00 200 $10.00 150 $8.00 $6.00 100 $4.00 50 $2.00 --0 Oct-14 Apr-15 Oct-15 Apr-16 Oct-16 Apr-17 Oct-17 Volume (000s) Precision Stock Price Source: FactSet Note: Market data as of 31-Oct-17; high and low stock price data based on intraday trading data. PROJECT PRECISION 3

Precision Analysis at Various Prices Precision Current Metric Illustrative Offer Price Per Share ($ millions, except for $ per share values) Source: Management, Precision filings, FactSet, public Precision Investor Presentations per Precision website. Note: Share price as of 31-Oct-17. 1. 2. 3. Diluted share count per 30-Jun-17 10-Q; includes basic shares outstanding, vested options, restricted shares, and performance shares. Precision Management estimate as of 31-Dec-17. Calculated as total estimated unfunded pension liability of $56mm as of 31-Dec-17 (per management model); assumes 25% estimated tax rate based on jurisdictional review of taxes by management in 2015; $13mm of unfunded pension liability ($10mm on a tax-effected basis) attributable to Swiss pension account. $18.8 million LTM Adj. EBITDA per Precision 2nd Quarter 2016 Financial Results Supplemental Slides dated 03-Aug-17. LTM 30-Jun-17 estimate net periodic benefit cost calculated as average of 2016A ($3.5mm) and 2017E ($2.9mm). PROJECT PRECISION 4 4. 5. IMPLIED PREMIUM (DISCOUNT): Current Share Price $16.54 52-Week High $16.60 52-Week Low $8.24 30-Trading Day VWAP $15.41 90-Trading Day VWAP $14.17 180-Trading Day VWAP $12.70 1-Year VWAP $12.12 3-Year VWAP $11.21 5-Year VWAP $12.07 Fully Diluted Shares (mm)(1) $16.54 $16.75 $17.00 $17.25 $17.50 $17.75 $18.00 $18.25 $18.50 --(0.4%) 100.7% 7.4% 16.7% 30.2% 36.5% 47.6% 37.0% 13.185 1.3% 2.8% 0.9% 2.4% 103.3% 106.3% 8.7% 10.3% 18.2% 20.0% 31.9% 33.9% 38.2% 40.3% 49.5% 51.7% 38.8% 40.9% 13.187 13.189 4.3% 3.9% 109.3% 12.0% 21.7% 35.8% 42.4% 53.9% 42.9% 13.191 5.8% 7.3% 8.8% 10.3% 11.9% 5.4% 6.9% 8.4% 9.9% 11.4% 112.4% 115.4% 118.4% 121.5% 124.5% 13.6% 15.2% 16.8% 18.5% 20.1% 23.5% 25.3% 27.0% 28.8% 30.6% 37.8% 39.8% 41.7% 43.7% 45.7% 44.4% 46.5% 48.5% 50.6% 52.7% 56.2% 58.4% 60.6% 62.9% 65.1% 45.0% 47.1% 49.1% 51.2% 53.3% 13.194 13.196 13.198 13.200 13.202 Equity Value $218 $221 $224 $228 $231 $234 $238 $241 $244 Less: Cash and Cash Equivalents(2) Plus: Debt(2) (38) --(38) (38) ---- (38) --(38) (38) (38) (38) (38) ---- ---- --Total Enterprise Value $180 $183 $186 $189 $193 $196 $199 $203 $206 Plus: Unfunded Pension Liability(3) $42 $42 $42 $42 $42 $42 $42 $42 $42 Total Adj. Enterprise Value with Pension Liability $222 $225 $229 $232 $235 $239 $242 $245 $249 VALUATION MULTIPLES (MANAGEMENT PROJECTIONS): EV / LTM 30-Jun-17 Adj. EBITDA(4) $18.8 EV / 2017E Adj. EBITDA $20.7 EV / 2018P Adj. EBITDA $31.5 EV / 2017E Unadj. EBITDA $16.7 Adj. EV with Pension Liab. / LTM 30-Jun-17 Adj. EBITDAP(5) $22.0 Adj. EV with Pension Liab. / 2017E Adj. EBITDAP $23.6 Adj. EV with Pension Liab. / 2018P Adj. EBITDAP $34.4 Adj. EV with Pension Liab. / 2017E Unadj. EBITDAP $19.6 9.6x 8.7x 5.7x 10.8x 10.1x 9.4x 6.5x 11.4x 9.7x 9.9x 8.8x 9.0x 5.8x 5.9x 11.0x 11.2x 10.2x 10.4x 9.6x 9.7x 6.5x 6.6x 11.5x 11.7x 10.1x 9.2x 6.0x 11.4x 10.5x 9.8x 6.7x 11.9x 10.3x 10.4x 10.6x 10.8x 11.0x 9.3x 9.5x 9.7x 9.8x 10.0x 6.1x 6.2x 6.3x 6.4x 6.5x 11.6x 11.8x 12.0x 12.2x 12.4x 10.7x 10.8x 11.0x 11.1x 11.3x 10.0x 10.1x 10.3x 10.4x 10.6x 6.8x 6.9x 7.0x 7.1x 7.2x 12.0x 12.2x 12.4x 12.5x 12.7x

Precision Preliminary Value Perspectives $21.63 $18.54 $18.00 Offer Price: $17.25 Current Stock Price: $16.54 $16.21 $19.30 $16.21 $13.64 $16.13 $15.43 $14.66 $13.12 $11.14 Enterprise Value / EBITDA Multiples Adjusted Enterprise Value / EBITDAP Multiples Source: Management projections, Precision Supplemental Slide Investor Presentations Note: Enterprise value based on diluted share count per 30-Jun-17 10-Q (includes basic shares outstanding, vested options, restricted shares, and performance shares). Current stock price as of 31-Oct-17. Equal weight not given to each financial analysis. 1. Includes estimated present value of $4.4 million of NOLs ($0.33 per share); NOL utilization not limited. Assumes WACC of 15.0% to 17.0% and perpetuity growth rate of 1% to 3%. PROJECT PRECISION 5 2017E Adj. EBITDAP ($23.6mm) 7.5x - 9.3x 11.0x - 12.3x 8.4x - 9.3x 8.8x - 10.6x 2018P Adj. EBITDAP ($34.4mm) 5.1x - 6.3x 7.5x - 8.4x 5.7x - 6.3x 6.0x - 7.2x 2017E Unadj. EBITDAP ($19.6mm) 7.7x - 9.4x 11.1x - 12.4x 10.1x - 11.1x 10.6x - 12.7x Premium / (Discount) to Current Price (20.7%) - (2.0%) (32.6%) - (17.6%) 16.7% - 30.7% (2.5%) - 8.8% (11.3%) - (2.0%) (6.7%) - 12.1% LTM 30-Jun-17 Adj. EBITDA ($18.8mm) 7.1x - 9.3x 11.5x - 13.2x 8.2x - 9.3x 8.8x - 11.0x 2017E Adj. EBITDA ($20.7mm) 6.5x - 8.5x 10.5x - 12.0x 7.5x - 8.5x 8.0x - 10.0x 2018P Adj. EBITDA ($31.5mm) 4.3x - 5.6x 6.9x - 7.9x 4.9x - 5.6x 5.2x - 6.6x 2017E Unadj. EBITDA ($16.7mm) 6.5x - 8.5x 10.5x - 12.0x 9.3x - 10.5x 9.9x - 12.4x Trading Multiples of Guideline Public Companies Precedent Transactions DCF(1) 5-Year Historical Current

Benchmarking Precision, Hurco, and Guideline Public Companies MARKET CAPITALIZATION CY2014 – CY2016 REVENUE CAGR CY2016 – CY2018E REVENUE CAGR Median Median Median ($ millions) $381 GPC $234 GPC (1%) GPC (2%) 4% 3% 6% NA NANA NA (8%) (4%) HURC PLPC CECE AMOT GHM EML KTEC HURC CECE GHM AMOT PLPC KTEC EML HURC AMOT CECE GHM EML KTEC PLPC LTM EBITDA MARGIN UNFUNDED PENSION LIABILITY EV/ LTM ADJUSTED EBITDA(P) Median Median Median ($ millions) EV / EBITDAP GPC 11% GPC $10 EV / EBITDA EV / EBITDAP GPC 11.2x 11.1x 14% 12.4x 12.1x $58 11.6x NA HURC CECE GHM AMOT EML PLPC KTEC HURC AMOT PLPC GHM EML KTEC CECE ($2) HURC EML CECE PLPC AMOT GHM KTEC Source: Company filings, wall street research Note: Market data as of 31-Oct-17. No guideline public company is directly comparable to the Company. Guideline Public Companies: AMOT, CECE, EML, GHM, KTEC, PLPC PROJECT PRECISION 6 $28 NA $11 $10 $4 12.4x 11.4x 11.2x 10.8x 11.4x 11.1x 10.4x 11.6x 10.8x 7.6x 10.4x 10.6x 7.4x 9% 11%11%11% 10% 8% 6% < 1% (2%) 2% (1%) (1%) (3%) (4%) $306 $308 $218 $276 $191 $182 $115

Precedent Transactions Ann. EV ($ mm) EV EBITDA Margin Date Target Acquirer Target Description Revenue EBITDA Aug-17 Leading manufacturer of specialized commercial vehicles including truck bodies and specialty vehicles $342 1.1x 13.3x 8.5% Jul-17 NN's PBC business manufactures and sells precision ball bearings, rollers, and stamped metals $375 1.4x 9.2x 15.6% (PBC Division) Sep-16 Leading supplier of components to the North American and European commercial vehicle industries $430 0.7x 5.8x 11.5% Apr-16 Manufacturer of power electronics, motion control, power protection, electromagnetic equipment, and custom gears and gearboxes $168 0.8x 6.7x 12.3% Aug-15 Global manufacturer of hermetically sealed compressors for residential and commercial HVAC applications $123 0.2x 5.6x 3.2% Jul-15 Leading manufacturer of digital power and motion control solutions for material handling, elevator and mining applications $189 1.7x 11.2x 14.9% Sep-13 Leading manufacturer of industrial waterjet machines for cutting and cleaning applications $201 0.8x 11.3x 7.1% Aug-13 Leading manufacturer of custom-engineered thermal solutions $160 3.2x n.a. n.a. Apr-12 Manufactures high-pressure fluid power components for the oil & gas, industrial, and research markets $125 1.3x n.a. n.a. Mar-12 Leading manufacturer of liquid-transportation systems and engineered products $360 1.0x 6.8x 15.4% Source: Company filings, press releases PROJECT PRECISION 7 Mean 1.2x 8.7x 11.1% Median 1.1x 8.0x 11.9%

Preliminary Discounted Cash Flow Summary ($ millions, except per share amounts) PROJECTED FREE CASH FLOWS IMPLIED VALUE Fiscal Year Ending December 31, Perpetuity Growth 1.0% 3.0% $215 113 90 4 38 (42) $273 118 127 4 38 (42) Terminal Value PV of Cash Flows(3) PV of Terminal Value(4) PV of NOLs(5) Plus: Net Cash(6) Less: Pension Liability(7) Implied Equity Value $203 $245 F.D. Shares Outstanding(8) 13.173 13.202 Implied Terminal Multiple TV % of Total 4.5x 44% 5.6x 51% SENSITIVITY ANALYSIS Equity Value Equity Value per Share Implied Terminal Multiple Perpetuity Growth Perpetuity Growth Perpetuity Growth 1.0% 2.0% 3.0% 1.0% 2.0% 3.0% 1.0% 2.0% 3.0% 15.0% 16.0% 17.0% 15.0% 16.0% 17.0% 15.0% 16.0% 17.0% Source: Precision Management, Precision public filings Note: Value as of 31-Dec-17; excludes impact of synergies. 1. Normalized capital expenditures equal to 85.0% of depreciation based on 2.25% inflation and 15-year depreciation period. 2. Calculated by multiplying 25% marginal tax rate by EBITP after adding back items which are not tax deductible such as non-deductible amortization. 25% estimated tax rate based on jurisdictional review of taxes by Precision Management in 2015. 3. PV of Cash Flows assumes mid-year discounting convention. 4. PV of Terminal Value discounted from 31-Dec-23. 5. Includes estimated present value of $4.4 million of NOLs ($0.33 per share), assuming 16.0% discount rate; NOL utilization not limited. 6. Net cash as of 31-Dec-17, per Precision Management model. 7. Calculated as total estimated unfunded pension liability as of 31-Dec-17 (per Precision Management model); assumes 25% tax rate. 8. Diluted share count per 30-Jun-17 10-Q (includes basic shares outstanding, vested options, restricted shares, and performance shares). PROJECT PRECISION 8 WACC WACC WACC 5.1x 5.3x 5.6x 4.7x 5.0x 5.2x 4.5x 4.6x 4.9x $17.57 $18.02 $18.54 $16.43 $16.79 $17.19 $15.43 $15.72 $16.04 $232 $238 $245 $217 $221 $227 $203 $207 $211 Implied Value per Share $15.43 $18.54 2017E 2018P2019P2020P2021P2022P2023P Terminal(1) Net Sales$312 % growth7% EBITDAP$24 % margin8% EBITP$14 Less: Unlevered Cash Taxes(2) (4) $326$337$347$358$368$379$379 4%3%3%3%3%3%--$34$40$42$45$48$52$52 11%12%12%13%13%14%14% $24$30$32$34$37$40$48 (6) (8)(8)(8) (9) (10) (12) Tax-Effected EBITP$11 $18$23$24$25$28$30$36 Plus: Depreciation & Amortization9 Less: Capital Expenditures(2) Less: Increase in Net Working Capital(1) 101011111112 4 (5) (5)(5) (5) (5) (5)(5) 7(3)(3)(2)(2)(3)(2) Unlevered Free Cash Flow$16 $31$24$26$29$32$34$33 % growth7% 91%(21%)7%11%9%8%3% Low High Cost of Capital 17.0% 15.0%

BMO 0Capital Markets Appendix Appendix I PROJECT PRECISION

Trading Metrics ($ millions) Share Price As of 31-Oct-17 Enterprise Value / Equity Value Enterprise Value EBITDA EBITDAP Price / Earnings Net Debt / LTM EBITDA Company LTM 2017E 2018E LTM 2017E 2018E LTM 2017E 2018E Guideline Public Companies Allied Motion Technologies Inc. CECO Environmental Corp. The Eastern Company (1) Graham Corporation Key Technology, Inc. Preformed Line Products Company $28.40 $8.77 $28.90 $19.27 $17.21 $71.11 $276 $308 $182 $191 $115 $381 $328 $410 $199 $116 $110 $392 12.4x 7.4x 11.1x 11.2x 10.8x 11.4x 10.5x 7.5x NA 19.1x NA NA 10.1x 7.0x NA 17.6x NA NA 12.4x 7.6x 12.1x 10.6x 10.8x 11.4x 10.6x 7.7x NA 17.6x NA NA 10.5x 7.6x NA 17.8x NA NA 30.0x NM 18.7x 32.2x 33.1x 23.3x 22.7x 10.8x NA 70.1x NA NA NA NA NA NA NA NA 1.9x 1.8x 0.9x NM NM 0.3x Source: Capital IQ, Company filings, Company websites, wall street estimates Note: Market data as of 31-Oct-17. No guideline public company is directly comparable to the Company. 1. Multiples not pro-forma for April 2017 acquisition (target EBITDA unavailable). 2. 2017E – 2018E projections per management model. PROJECT PRECISION 10 Precision(2)$16.54 $218 $196 10.4x 7.5x 6.2x 10.4x 8.1x 6.8x 75.2x NA NA NM Overall Mean: 10.8x 12.4x 11.5x 10.9x 12.0x 12.0x 27.3x 34.5x NA 1.3x Overall Median: 11.2x 10.5x 10.1x 11.4x 10.6x 10.5x 28.1x 22.7x NA 1.4x Hurco Companies, Inc. $44.75 $306 $246 11.6x NA NA 11.6x NA NA 26.2x NA NA NM Mean: 10.7x 12.4x 11.5x 10.8x 12.0x 12.0x 27.5x 34.5x NA 1.3x Median: 11.2x 10.5x 10.1x 11.1x 10.6x 10.5x 30.0x 22.7x NA 1.4x

Operating Metrics ($ millions) LTM Financials LTM LTM Margins '16-'18 CAGR FCF Conversion Company Revenue EBITDA EBITDAP EBIT Debt Cash GP EBITDA EBIT Revenue EBITDA Guideline Public Companies Allied Motion Technologies Inc. CECO Environmental Corp. The Eastern Company (1) Graham Corporation Key Technology, Inc. Preformed Line Products Company $238 $388 $162 $90 $130 $357 $27 $55 $18 $10 $10 $35 $27 $55 $18 $11 $10 $35 $16 $31 $14 $8 $6 $22 $66 $128 $36 $0 $5 $39 $15 $27 $19 $75 $10 $28 29% 33% 26% 25% 34% 32% 11% 14% 11% 11% 8% 10% 7% 8% 9% 9% 5% 6% 0% (2%) NA (4%) NA NA 2% 4% (8%) 3% (4%) (3%) 79% 98% 86% 97% 78% 72% Source: Capital IQ, Company filings, Company websites, wall street estimates Note: Market data as of 31-Oct-17. No guideline public company is directly comparable to the Company. FCF Conversion calculated as (EBITDA – Capex) / EBITDA. 1. Multiples not pro-forma for April 2017 acquisition (target EBITDA unavailable). 2. 2018E projections per management model. PROJECT PRECISION 11 Precision (2) $297 $19 $22 $10 $5 $26 33% 6% 3% 6% (1%) 87% Overall Mean: 30% 11% 7% (2%) (1%) 86% Overall Median: 29% 11% 7% (2%) (1%) 86% Hurco Companies, Inc. $234 $21 $21 $17 $1 $61 29% 9% 7% NA (1%) 90% Mean: 30% 11% 7% (2%) (1%) 85% Median: 31% 11% 7% (2%) (1%) 83%

Premiums Paid Analysis All Industry Sectors; 2010 – Present; $100 million – $500 million Enterprise Value Quartile All Source: FactSet as of 31-Oct-17 Note: Includes pending and completed transactions from 2010-present involving a U.S. Target with Enterprise Value of $100mm-$500mm at Announcement where Acquirer achieved or is looking to achieve control. Excludes transactions with a 1-Day, 5-Day, or 30-Day premium above 100%. Excludes transactions with a negative 1-Day, 5-Day, or 30-Day premium. Analysis for informational purposes only. PROJECT PRECISION 12 30-Trading Day Premium # of Deals Bottom Quartile Median Mean Top 25.4% 42.3% 43.8% 57.4% 72 21.5% 37.8% 39.4% 49.5% 49 26.3% 43.4% 42.6% 58.9% 56 22.9% 41.2% 41.9% 57.6% 51 17.0% 31.1% 34.2% 40.7% 54 18.6% 30.0% 37.8% 52.5% 51 21.3% 37.2% 39.2% 49.7% 55 13.7% 26.2% 30.3% 37.1% 46 19.5% 35.0% 37.9% 50.9% 434 5-Trading Day Premium Median Mean Top Quartile 34.6% 38.8% 55.2% 32.5% 36.0% 47.8% 37.2% 40.6% 50.9% 38.3% 37.5% 48.2% 26.6% 32.5% 44.2% 28.6% 35.4% 49.5% 33.8% 38.0% 47.1% 26.7% 28.2% 34.7% 31.9% 35.0% 48.0% 1-Trading Day Premium Bottom Quartile 19.9% 19.1% 24.6% 16.0% 15.1% 17.9% 19.9% 13.9% 18.2% Bottom Quartile Median Mean Top Quartile 2010 2011 2012 2013 2014 2015 2016 2017 YTD 16.9% 33.3% 36.1% 51.1% 20.0% 31.3% 34.0% 41.0% 26.4% 38.4% 39.6% 48.9% 16.8% 31.2% 35.6% 47.4% 14.6% 30.9% 33.9% 44.1% 16.3% 26.7% 33.0% 47.9% 20.1% 32.6% 36.2% 43.4% 15.2% 25.0% 28.7% 39.6% 18.0% 31.5% 33.7% 46.0% The transactions in the first quartile of the 1-Day premiums had the following longer-term premiums: 60-Trading Day Median21.4% 90-Trading Day Median26.8% 180-Trading Day Median32.7%

Illustrative Cost of Capital Analysis GUIDELINE PUBLIC COMPANY BETA ANALYSIS ILLUSTRATIVE COST OF CAPITAL Barra Predicted Levered Betas ȕ 1.14 ȕ 1.30 ȕ 1.46 Cost of Debt Nominal Risk Free Rate(5) Borrowing Spread Country Risk Premium(6) Pre-tax Cost of Debt Tax Rate 2.38% 4.62% --7.00% 25% 2.38% 4.62% --7.00% 25% 2.38% 4.62% --7.00% 25% Cost of Equity Nominal Risk Free Rate(5) Equity Risk Premium(7) Country Risk Premium(6) Size Premium(7) Levered Beta(8) 2.38% 6.94% --5.59% 1.14 2.38% 6.94% --5.59% 1.30 2.38% 6.94% --5.59% 1.46 Optimal Debt in Capital Structure 10.0% 10.0% 10.0% Source: Public filings, FactSet, Bloomberg, Morningstar Barra Betas 6. Geographic revenue and asset distribution in line with that of trading comp set; volatility associated with geographic exposure taken into account by peer set betas. Based on Duff & Phelps Valuation Handbook - Guide to Cost of Capital. Source: Morningstar Barra Predicted Beta. Cost RI HTXLW\ ULVN IUHH UDWH + ȕ [ PDUNHW ULVN SUHPLXP + VL]H SUHPLXP + FRXQWU\ ULVN premium. WACC = debt/(debt + equity) x((1 - tax rate) x cost of debt) + equity/(debt + equity) x cost of equity. 1. 2. 3. 4. 5. Bloomberg 2-year weekly raw Betas. R2 measured against S&P 500 Index. Total Debt at face value. Equity value as of 31-Oct-17. Yield on 10-year U.S. Government bond as of 31-Oct-17. 7. 8. 9. 10. PROJECT PRECISION 13 Implied WACC(10) 14.8% 15.8% 16.8% Cost of Equity(9) 15.9% 17.0% 18.1% After-Tax Cost of Debt 5.3% 5.3% 5.3% ($ millions) Company Beta(1) Beta Total Equity Debt R2(2) Debt(3) Value(4) Ratio Levered Barra Predicted Levered Preformed Line Products Company 0.99 CECO Environmental Corp. 1.84 Hurco 1.36 Allied Motion Technologies Inc. 2.65 Graham Corporation 1.65 The Eastern Company 0.73 Key Technology, Inc. 0.76 1.11 1.64 1.34 1.74 1.08 1.21 0.98 0.07 $39 $381 9.4% 0.19 128 308 29.4% 0.18 1 306 0.5% 0.35 66 276 19.3% 0.35 0 191 0.1% 0.12 36 182 16.5% 0.05 5 115 3.9% Mean 1.43 1.30 $39 $251 11.3% Selected Beta - Low 1.14 Selected Beta - High 1.46

Historical Adjusted EBITDA Reconciliation Fiscal Year Ending December 31, ($ millions) 2013A 2014A 2015A 2016A $9.9 6.2 (5.5) ---- 1.9 2.2 ---- --0.2 ($2.1) 5.4 (0.2) (0.5) --0.1 0.1 ---- ---- $2.6 ---- --0.7 ---- 3.6 0.8 ---- $1.2 ---- ---- ---- 0.7 1.3 0.5 0.7 Net income (loss) Impairment charges Income and gain from disc. ops, net of tax Gain on purchase of business Inventory adjustment Inventory step-up charge Acquisition transaction expenses Restructuring expenses Professional fees for strategic review process Pension settlement loss Other adjustments $14.9 $2.8 $7.7 $4.4 Adjusted net income $1.0 1.4 $0.7 1.6 $0.4 1.9 $0.4 2.1 Plus: Interest expense, net Adjusted income tax expense $17.3 $5.1 $10.0 $6.9 Adjusted operating income $9.6 $9.8 $8.8 $8.8 Depreciation & amortization expense Source: Precision Fourth Quarter 2016 Financial Results Supplemental Slides dated 09-Feb-2017 PROJECT PRECISION 14 Adjusted EBITDA$26.9$14.9$18.8$15.7

Preliminary NOL Value Analysis ASSUMPTIONS NOL TAX SHIELD ($ millions) NOL carryforward balance of $20.4 million z 2018P 2019P 2020P 2021P 2022P 2023P Net Sales % growth EBITDA % margin % growth Add: Pension Expense Less: Interest Expense Less: Depreciation EBT $325.7 4.3% $31.5 9.7% 52.5% 2.9 $337.1 3.5% $37.4 11.1% 18.7% 2.9 $347.3 3.0% $39.3 11.3% 5.0% 2.9 $357.7 3.0% $41.9 11.7% 6.7% 2.9 $368.4 3.0% $45.5 12.3% 8.5% 2.9 $379.5 3.0% $49.2 13.0% 8.2% 2.9 NOL utilization not limited z Tax rate of 25.0%(1) Discount rate of 16.0%(2) z z $0.2 10.0 $0.1 10.3 $0.1 10.5 $0.1 10.9 $0.1 11.4 $0.1 11.4 $24.3 $29.9 $31.5 $33.8 $36.9 $40.6 NOLs Beginning Balance (Used) Ending Balance $20.4 (20.4) ---- ---- ---- ---- ---- ---- ---- ---- Net Cash Savings from NOLs at 25.0% Tax Rate(1) $5.1 ---- ---- --Present value of NOLs $4.4 ---- ---- --Present value of NOL Fully Diluted Shares(3) $4.4 13.178 Source: NOL balance per Precision 2016 10-K; projected financials per Precision Management PROJECT PRECISION 15 1. 2. 3. 25% estimated tax rate based on jurisdictional review of taxes by management in 2015. Illustrative weighted average cost of capital. Diluted share count per 30-Jun-17 10-Q; includes basic shares outstanding, vested options, restricted shares, and performance shares. NOLs / Share $0.33

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BMO may have advised, may seek to advise and may in the future advise one or more participants in the Transaction and/or other companies mentioned in the materials. PROJECT PRECISION 16

EX-99.(C)(2)

Exhibit (c)(2) PROJECT HEDWIG Preliminary Reference Materials Requested by Special Committee January 25, 2018

Hedwig – Illustrative Ownership Summary Current Holdings(2) Investor Information WAC(1) Investor Name Style Report / Position Date (mm) (%) Source: FactSet, Public filings 1 1. 2. 3. Weighted average cost base (“WAC”) estimated based on quarterly position changes and average prices since 31-Dec-99. Total share count and ownership percentages are based off of basic common share count of 12.9mm as of 03-Nov-2017, per Hedwig Q3-2017 10-Q. Includes 2.1mm shares owned by institutions outside of the top institutions listed on this slide. PROJECT HEDWIG Top 15 Non-Privet Institutions Royce & Associates Growth 30-Sep-17 $11.46 Dimensional Fund Advisors Growth 30-Sep-17 14.36 BlackRock Fund Advisors Index 30-Sep-17 12.10 Wellington Management Co. Growth 30-Sep-17 11.23 Franklin Advisory Services Growth 30-Sep-17 10.08 The Vanguard Group Index 30-Sep-17 10.44 First Wilshire Securities Management Value 30-Sep-17 11.31 Pacific Ridge Capital Partners Growth 30-Sep-17 11.94 Kennedy Capital Management Growth 30-Sep-17 13.43 Foundry Partners Growth 30-Sep-17 11.59 Renaissance Technologies Growth 30-Sep-17 11.34 Grace & White Value 30-Sep-17 11.35 Bridgeway Capital Management Value 30-Sep-17 11.23 John G. Ullman & Associates Yield 30-Sep-17 11.45 SSgA Funds Management Index 30-Sep-17 10.93 1.1 8.6% 1.1 8.4% 0.8 6.2% 0.6 4.9% 0.6 4.3% 0.4 3.3% 0.3 2.6% 0.3 2.4% 0.3 2.3% 0.3 2.2% 0.3 2.1% 0.3 1.9% 0.2 1.8% 0.2 1.4% 0.2 1.2% Top 15 Non-Privet Institutions $11.86 6.9 53.6% Privet Value 31-Oct-17 $11.17 1.4 10.6% Summary Strategic & Insider Privet Non-Privet Institutional Holders(3) Unidentified Institutional & Retail 0.3 2.7% 1.4 10.6% 9.1 70.1% 2.2 16.6% Total(2) 12.9 100.0%

Hedwig – Turn of Float Analysis SINGLE TURN OF HEDWIG FLOAT ANALYSIS – BASED ON OUTSTANDING FLOAT OF 11.2 MILLION SHARES (DECEMBER 9, 2016 – JANUARY 25, 2018)(1) Current Share Price: US$ 18.53 8% 6% 0% Source: FactSet, Public filings Note: Analysis as of 25-Jan-18. 1. Outstanding float calculated based on common share count of 11.2mm as of 03-Nov-2017 (per Hedwig Q3-2017 10-Q), less 0.3mm of insider holdings, less 1.4mm of Privet holdings. 2 PROJECT HEDWIG 20% 4% 1% 18% 12% 10% 4% 7% 6% 3% 2%

Negative One-Day Premium Transactions Stock Reaction One Day After Ann. Stock Consider-ation Ann. Date Target Company Unaffected Share Price 30-Day VWAP 90-Day VWAP 180-Day VWAP Financial Strategic Going Private Status Acquirer Company Industry 1-Day 13E-3 Buyer Buyer Dec-17 Kindred Healthcare, Inc. Pending Humana, Inc.; TPG Capital LLC; Hospital/Nursing Management (5.3%) 5.8% 13.6% 24.9% 5.1% 0.5% n.a. No No Yes Yes Dec-17 Fairmount Santrol Holdings, Pending Unimin Corp. Construction Materials (84.9%) (84.9%) (84.1%) (81.0%) (82.7%) (0.4%) n.a. No No Yes Yes Oct-17 Inventure Foods, Inc. Complete UTZ Quality Foods LLC Food: Specialty/Candy (10.3%) (10.3%) (14.7%) (0.7%) (6.4%) 0.3% n.a. No No Yes Yes Aug-17 TerraVia Holdings, Inc. Complete Corbion NV Chemicals: Specialty (3.8%) (3.8%) (18.2%) (47.0%) (74.3%) 14.7% n.a. No No Yes No Jul-17 Western Refining Logistics LP Complete Tesoro Logistics LP Oil & Gas Pipelines (2.2%) (2.2%) (1.3%) 0.2% 6.5% (1.2%) 100.0% No No Yes No Jul-17 Rocket Fuel, Inc. Complete Vector Capital Management LP; Information Technology Services (3.3%) (3.3%) (7.3%) (30.4%) (11.5%) (2.2%) n.a. No No Yes Yes Jun-17 Universal Stainless & AlloyPending Synalloy Corp. Steel (4.9%) (4.9%) 1.1% 9.9% 22.6% (0.5%) 74.9% No No Yes No May-17 Straight Path Communications, Pending Verizon Communications, Inc. Specialty Telecommunications (17.8%) 404.0% 64.1% 203.8% 323.1% 0.9% 100.0% No No Yes No Feb-17 DigitalGlobe, Inc. Complete MacDonald, Dettwiler & Associates Specialty Telecommunications (0.1%) 18.0% 14.7% 15.8% 25.4% 0.8% 48.5% No No Yes No Jan-17 Midcoast Energy Partners LP Complete Enbridge Energy Co., Inc. Gas Distributors (8.6%) (8.6%) 7.4% 5.1% 1.1% --n.a. Yes No Yes Yes Dec-16 Tangoe, Inc. Complete Marlin Management Co. LLC; Packaged Software (21.0%) (21.0%) (19.8%) (22.9%) (22.0%) (4.4%) n.a. No No Yes Yes Nov-16 EarthLink Holdings Corp. Complete Windstream Holdings, Inc. Internet Software/Services (4.8%) 13.0% (2.1%) (6.7%) (4.3%) (5.9%) 100.0% No No Yes No Nov-15 Breeze-Eastern LLC Complete TransDigm Group, Inc. Aerospace & Defense (6.6%) (6.6%) 7.2% 30.8% 51.5% 0.8% n.a. No No Yes No Jun-15 Martha Stewart Living Complete Sequential Brands Group, Inc. /Old/ Publishing: Books/Magazines (11.9%) 21.0% 17.1% 11.7% 25.9% 0.7% 50.5% No No Yes No Jun-15 The Ryland Group, Inc. Complete Standard Pacific Corp. Homebuilding (0.4%) (0.4%) 1.4% (4.5%) 4.9% 5.2% 100.0% No No Yes No Apr-15 Baltic Trading Ltd. Complete Genco Shipping & Trading Ltd. Marine Shipping (1.3%) (1.3%) 5.9% (17.1%) (50.9%) 3.0% 100.0% No No Yes No Mar-15 Aruba Networks, Inc. Complete Hewlett-Packard Co. Computer Peripherals (0.6%) 34.4% 37.6% 30.2% 28.6% (1.0%) n.a. No No Yes No Oct-14 Wright Medical Group, Inc. Complete Tornier NV Medical Specialties (23.7%) 28.0% 3.1% 7.3% 13.6% (0.9%) 100.0% No No Yes No Oct-14 Atlas Energy LP Complete Targa Resources Corp. Oil & Gas Pipelines (4.0%) (4.0%) (27.2%) (28.8%) (27.7%) (5.2%) 70.7% No No Yes No Oct-14 Oiltanking Partners LP Complete Enterprise Products Partners LP Wholesale Distributors (1.1%) (1.1%) (2.9%) 2.2% 15.2% (0.3%) 100.0% No No Yes No May-14 PetroLogistics LP Complete Flint Hills Resources LLC Chemicals: Specialty (3.0%) 8.0% (4.4%) (0.1%) 2.3% 0.6% n.a. No No Yes Yes Nov-13 Nielsen Consumer Insights, Complete Nielsen Holdings NV Miscellaneous Commercial Services (1.9%) (1.9%) 3.9% 4.8% 11.1% 0.5% n.a. No No Yes No Oct-13 Consolidated Graphics, Inc. Complete R.R. Donnelley & Sons Co. Commercial Printing/Forms (2.5%) (2.5%) 7.6% 14.0% 31.1% (0.1%) 44.4% No No Yes No Oct-13 International Minerals Corp. Complete Hochschild Mining Plc Precious Metals (7.7%) 20.0% n.a. n.a. n.a. 10.0% n.a. No No Yes No Jul-13 Optimer Pharmaceuticals, Inc. Complete Cubist Pharmaceuticals LLC Pharmaceuticals: Major (20.0%) (20.0%) (25.2%) (25.4%) (13.5%) (5.9%) n.a. No No Yes No Jul-13 Talon Therapeutics, Inc. Complete Spectrum Pharmaceuticals, Inc. Pharmaceuticals: Major (84.9%) (84.9%) (86.1%) (87.8%) (89.3%) n.a. n.a. No No Yes No Aug-12 Comverse Technology, Inc. Complete Verint Systems, Inc. Telecommunications Equipment (35.4%) (35.4%) (33.8%) (38.3%) (40.7%) 1.2% 97.0% No No Yes No May-11 Integral Systems, Inc. Complete Kratos Defense & Security Solutions, Information Technology Services (13.2%) 16.6% (9.9%) (7.9%) 8.6% (0.7%) 60.5% No No Yes No Mar-11 Encore Energy Partners LP Complete Vanguard Natural Resources LLC Oil & Gas Production (5.2%) 4.4% (3.6%) 0.0% 6.6% (1.0%) 100.0% No No Yes No Feb-11 Clinical Data, Inc. Complete Forest Laboratories, Inc. Medical Specialties (11.5%) 19.2% 18.4% 47.8% 71.3% (0.8%) n.a. No No Yes No Feb-11 Frontier Oil Corp. Complete Holly Corp. Oil Refining/Marketing (4.0%) (4.0%) 25.5% 53.6% 76.5% (1.4%) 100.0% No No Yes No Feb-11 Zoran Corp. Complete CSR Plc Semiconductors (1.4%) 40.0% (1.1%) 12.7% 9.2% 15.2% 31.8% No No Yes No Feb-11 Hughes Communications, Inc. Complete EchoStar Corp. Specialty Telecommunications (1.7%) 31.0% 14.0% 47.6% 83.5% 0.3% n.a. No No Yes No Feb-11 Retail Ventures, Inc. Complete DSW, Inc. Department Stores (0.9%) (0.9%) 1.1% 4.2% 29.5% 12.9% 100.0% No No Yes No Dec-10 Compellent Technologies, Inc. Complete Dell, Inc. Computer Peripherals (3.3%) (3.3%) 7.3% 38.6% 68.4% (0.4%) n.a. No No Yes No Jun-10 Valeant Pharmaceuticals Complete Biovail Corp. Pharmaceuticals: Major (6.8%) (6.8%) 182.2% 172.3% 185.2% 8.5% 60.8% No No Yes No Apr-10 Arena Resources, Inc. Complete SandRidge Energy, Inc. Oil & Gas Production (1.8%) 16.8% n.a. n.a. n.a. 7.2% 86.4% No No Yes No Source: FactSet, company filings, news releases Note: No negative premium deal is directly comparable to the transaction under consideration by the Company. Note: Includes all pending / completed deals involving US targets with deal value between $100mm - $5,000mm; excludes companies in FIG and Real Estate industries. 1. VWAP metrics are based on trading days. 3 PROJECT HEDWIG Denotes going private transactions with a financial buyer. Mar-10 infoGROUP, Inc.Complete CCMP Capital AdvisorsData Processing Services(2.0%)22.0%1.9%(0.3%) 11.6%(0.6%)n.a.NoYesNoYes Oct-10 American Commercial Lines, Complete Platinum Equity LLCMarine Shipping(0.9%)(0.9%) 13.9%28.8%38.5%(0.6%)n.a.NoYesNoYes Oct-10 Polymer Group, Inc.Complete The Blackstone Group LPTextiles(19.3%)(19.3%) (14.9%)(9.3%)(4.8%)(2.3%)n.a.NoYesNoYes Feb-11 Emergency Medical Services Complete Clayton Dubilier & Rice LLCOther Transportation(9.4%)18.8%(4.2%)8.5%16.9%0.6%n.a.NoYesNoYes Mar-11 Lawson Software, Inc.Complete Infor Global Solutions EuropeanPackaged Software(2.2%)14.0%10.2%19.1%28.6%6.0%n.a.NoYesNoYes Aug-12 Deltek, Inc.Complete Thoma Bravo LLCPackaged Software(7.2%)24.0%(3.0%)11.8%18.6%--n.a.NoYesNoYes Sep-13 R.G. Barry Corp.Complete The Blackstone Group LP; Mill Road Apparel/Footwear(0.6%)(0.6%) 14.1%17.8%30.0%0.5%n.a.NoYesNoYes Aug-13 Globecomm Systems, Inc.Complete Wasserstein & Co. LPSpecialty Telecommunications(1.7%)21.9%(1.4%)6.3%11.8%(0.2%)n.a.NoYesNoYes Aug-15 Belk, Inc.Complete Sycamore Partners Management LP Department Stores(2.9%)3.5%1.9%1.9%22.2%--n.a.NoYesNoYes May-17 West Corp.Complete Apollo Global Management LLCMiscellaneous Commercial Services (2.5%)17.5%(4.4%)(4.1%)(1.0%)(4.1%)n.a.NoYesNoYes Jul-17 NCI, Inc.Complete H.I.G. Capital LLC (Private Equity) Information Technology Services(5.2%)(5.2%)(0.1%)21.2%35.2%--n.a.NoYesNoYes Deal Information Premium Paid(1) Other Transaction Information

Negative One-Day Premium Transactions (cont’d) Summary of Premiums / Discounts for All Transactions Summary of Premiums / Discounts for Going Private Transactions with Financial Buyer Hedwig Metrics(1) Price 1-Day Price 30-Day VWAP 90-Day VWAP 180-Day VWAP Summary of Other Transaction Information Buyer Classification for the 48 transactions: Financial buyer: Private strategic buyer: Public strategic buyer with all cash consideration: Public strategic buyer with a stock component: 11 7 10 20 Parameters Announcement between 01-Jan-2010 to 12-Jan-2018 Closed or pending transactions Transaction Value: $100mm - $5bn U.S. Public Company Targets Excludes FIG and Real Estate Industries Total Transactions: 921 Number of Transactions with Implied One Day Premiums at a Discount: 48 Percentage of Total Transactions: 5.1% Source: FactSet, company filings, news releases Note: VWAP metrics are based on trading days. 1. Share prices and VWAPs calculated as of 25-Jan-2018. 2. Price before Privet’s 13D amendment describing interest in a transaction. 4 PROJECT HEDWIG Indicative Unaffected Share (2) Share Price Metric $17.75 $18.53 $16.50 $17.80 $16.85 $15.19 Premium / (Discount) to Indicative Price ($17.75) --(4.2%) 7.6% (0.3%) 5.3% 16.9% Unaffected Share Stock Reaction 1-Day Price 30-Day VWAP 90-Day VWAP 180-Day VWAP One Day after Ann. Mean: (4.5%) 8.0% 1.2% 8.5% 17.3% (0.1%) Median: (2.4%) 8.7% (0.0%) 7.4% 17.7% --Unaffected Share Stock Reaction 1-Day Price 30-Day VWAP 90-Day VWAP 180-Day VWAP One Day after Ann. Mean: (9.9%) 9.7% 2.3% 9.6% 19.4% 1.1% Median: (4.0%) (0.7%) 1.1% 5.0% 11.7% --

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BMO may have advised, may seek to advise and may in the future advise one or more participants in the Transaction and/or other companies mentioned in the materials. All values in this document are in US$ unless otherwise specified 5 PROJECT HEDWIG

EX-99.(C)(3)

Exhibit (c)(3) Project Hedwig Internal Discussion Materials February 5, 2018

Industry Trading Over Time Hedwig(1), Hurco(1), and Guideline Public Companies(2) INDEXED STOCK PRICE PERFORMANCE $25.00 $23.00 $21.00 $19.00 $17.00 $15.00 $13.00 $11.00 $9.00 $7.00 $5.00 $21.39 $18.26 $17.06 $15.47 Feb-13 Feb-14 Feb-15 Feb-16 Guideline Public Companies Feb-17 S&P Industrials Feb-18 Hedwig Hurco EV / LTM ADJUSTED EBITDA 16.0x 14.0x 12.0x 9.6x 9.4x 9.0x 10.0x 8.0x 6.0x 4.0x 2.0x Feb-13 Feb-14 Feb-15 Feb-16 Feb-17 Guideline Public Companies Feb-18 Hedwig Hurco Source: SEC filings, Company(1) website, Capital IQ Note: Market data as of 02-Feb-18. No guideline public company is directly comparable to Hedwig. Key Technology market data as of 24-Jan-18 (pre-acquisition announcement). 1. “Hedwig” or the “Company” defined as Hardinge Inc. (NasdaqGS:HDNG); “Hurco” defined as Hurco Companies, Inc. (NasdaqGS:HURC). 2. Guideline Public Companies: Allied Motion Technologies Inc. (AMOT), CECO Environmental Corp. (CECE), Commercial Vehicle Group (CVGI), The Eastern Company (EML), Key Technology Inc. (KTEC), Park-Ohio Holdings (PKOH), Preformed Line Products Company (PLPC), Shiloh Industries (SHLO). PROJECT HEDWIG 1 Average Hedwig Hurco GPC 1 mo. 9.9x 10.3x 9.5x 3 mo. 9.6x 10.9x 9.4x 6 mo. 9.8x 10.4x 9.1x 1 yr. 9.6x 9.1x 9.0x 3 yr. 8.4x 6.8x 8.1x 5 yr. 7.5x 7.1x 8.2x Return % Hedwig Hurco GPC S&P Industrials 6 mo. 31.0% 31.8% 14.7% 11.6% 1 yr. 65.1% 47.0% 16.8% 18.3% 3 yr. 60.0% 27.6% 14.4% 40.1% 5 yr. 59.6% 49.1% 35.3% 87.0% Indicative Price: $17.75

Five-Year Hedwig Stock Price and Volume Chart Average Low High VWAP Daily Vol. (000s) 30-Trading Day 90-Trading Day 180-Trading Day 1-Year 3-Year 5-Year $16.75 $14.59 $11.09 $9.51 $7.85 $7.85 $19.47 $19.47 $19.47 $19.47 $19.47 $19.47 $18.13 $17.07 $15.40 $14.19 $12.05 $12.56 0.048 0.050 0.043 0.042 0.033 0.037 (000s) $20.00 300 $18.00 250 $16.00 $14.00 200 $12.00 $10.00 150 $8.00 100 $6.00 $4.00 50 $2.00 --0 Feb-13 Aug-13 Feb-14 Aug-14 Feb-15 Volume (000s) Aug-15 Feb-16 Aug-16 Feb-17 Aug-17 Feb-18 Hedwig Stock Price Source: FactSet Note: Market data as of 02-Feb-18. PROJECT HEDWIG 2 Indicative Price $17.75

Hedwig Historical and Projected Financials Source: Historical financials per Hedwig public filings and public Hedwig Investor Presentations; projected financials per Hedwig Management PROJECT HEDWIG 3 Note: Assumes that projections reflect expense associated with the operational change from selling facilities. 2. Historical and projected net periodic benefit cost per Hedwig Management. 1. 2015A-2016A Adj. EBITDA figures per Hedwig 4th Quarter 2016 Financial Results Supplemental Slides dated 09-3. Defined as current assets (excluding cash and assets held for sale) less current Feb-2017; 2017E Adj. EBITDA per Hedwig Management and is adjusted for $4.5mm restructuring adjustment, $1.2mm CEO transition adjustment, and $0.5mm of other adjustments; see appendix for adjustments detail for 2013A-2017E; 2017E Adj. EBITDA subject to potential downward revision, per Company management. liabilities (excluding current portion of long term debt and deferred income taxes). 4. Free cash flow defined as Adj. EBITDA less capital expenditures and change in net working capital. FYE December 31 ($ millions) Historical Projected - Downside Projected - Base Projected - Optimistic 2015A 2016A 2017E 2018P 2019P 2020P 2021P 2022P 2018P 2019P 2020P 2021P 2022P 2018P 2019P 2020P 2021P 2022P Net Sales $315 $292 $318 $326 $327 $262 $288 $302 $326 $327 $329 $331 $332 $326 $337 $347 $358 $368 % growth 1.2% (7.4%) 8.9% COGS 211 194 210 Gross Margin $105 $98 $108 % margin 33.2% 33.4% 33.9% 2.5% 0.5% (20.0%) 10.0% 5.0% 2.5% 0.5% 0.5% 0.5% 0.5% 214 213 213 214 215 $111 $114 $116 $117 $118 34.2% 34.9% 35.3% 35.3% 35.4% 2.5% 3.5% 3.0% 3.0% 3.0% 211 217 223 230 236 $114 $120 $124 $128 $132 35.1% 35.7% 35.7% 35.8% 35.9% 214 213 174 189 197 $111 $114 $88 $99 $105 34.2% 34.9% 33.6% 34.4% 34.9% Adj. EBITDA(1) $19 $16 $23 $27 $29 $11 $17 $21 $27 $29 $31 $31 $32 $30 $37 $39 $42 $45 % margin 6.0% 5.4% 7.4% % growth 26.2% (16.5%) 49.1% Net Periodic Benefit Cost(2) $2 $4 $3 8.4% 8.9% 4.3% 5.8% 6.9% 8.4% 8.9% 9.4% 9.4% 9.6% 17.2% 6.0% 6.4% 0.3% 2.8% $3 $3 $3 $3 $3 9.2% 11.1% 11.3% 11.7% 12.3% 28.3% 24.5% 5.0% 6.7% 8.5% $3 $3 $3 $3 $3 17.2% 6.0% (61.0%) 46.4% 24.6% $3 $3 $3 $3 $3 Adj. EBITDAP $21 $19 $26 $30 $32 $14 $20 $24 $30 $32 $34 $34 $35 $33 $40 $42 $45 $48 % margin 6.6% 6.6% 8.3% Depreciation & Amortization$9 $9 $9 % of net sales 2.8% 3.0% 2.8% EBITP $12 $10 $17 Capital Expenditures$4 $2 $3 % of net sales 1.3% 0.8% 1.0% Working Capital(3) $102 $103 $95 % of net sales 32.4% 35.1% 29.9% 9.3% 9.8% 5.4% 6.8% 7.8% $10 $10 $10 $10 $11 2.9% 3.0% 3.8% 3.6% 3.6% $21 $22 $4 $9 $13 $5 $5 $5 $5 $5 1.4% 1.5% 1.9% 1.7% 1.7% $98 $94 $95 30.1% 30.0% 29.2% 32.5% 31.2% 9.3% 9.8% 10.3% 10.3% 10.5% $10 $10 $10 $10 $11 2.9% 3.0% 3.1% 3.2% 3.3% $21 $22 $24 $23 $24 $5 $5 $5 $5 $5 1.4% 1.5% 1.5% 1.5% 1.5% $98 $98 $97 $97 $96 30.1% 30.0% 29.5% 29.3% 28.9% 10.1% 11.9% 12.1% 12.5% 13.1% $10 $10 $11 $11 $11 2.9% 3.0% 3.0% 3.1% 3.1% $23 $30 $32 $34 $37 $5 $5 $5 $5 $5 1.4% 1.5% 1.4% 1.4% 1.4% $98 $98 $101 $103 $105 30.1% 29.1% 29.1% 28.8% 28.5% Free Cash Flow(4) $37 $13 $28 $20 $24 $28 ($6) $15 $20 $24 $27 $26 $28 $23 $32 $31 $35 $38 % of net sales 11.7% 4.4% 8.7% Proceeds from Sale of Real Estate Assets ---- --6.2% 7.3% 10.7% (1.9%) 4.9% $8 $16 --$13 --6.2% 7.3% 8.2% 8.0% 8.3% $8 $16 --$15 --7.0% 9.6% 9.0% 9.8% 10.4% $8 $16 $20 ---- Free Cash Flow with RE Proceeds(4) $37 $13 $28 $28 $40 $28 $7 $15 $28 $40 $27 $41 $28 $31 $48 $52 $35 $38 % of net sales 11.7% 4.4% 8.7% 8.7% 12.2% 10.7% 2.6% 4.9% 8.7% 12.2% 8.2% 12.4% 8.3% 9.5% 14.4% 14.8% 9.8% 10.4% $98 $76

Hedwig Analysis at Various Prices Hedwig 02-Feb-18 Close Metric Illustrative Offer Price Per Share ($ millions, except for $ per share values) Source: Company management, Hedwig filings, FactSet, public Hedwig Investor Presentations per Hedwig website PROJECT HEDWIG 5. $22.1 million LTM Adj. EBITDA per Hedwig Q3 2017 Financial Results Supplemental Slides dated 09-Nov-17. 6. Metrics per the Optimistic Case; Base and Downside cases 2018P Adj. EBITDA of $27.4mm and Adj. EBITDAP of $30.3mm. 4 Note: Share price as of 02-Feb-18. 1. Price before Privet’s 13D amendment describing interest in a transaction. 4. Calculated as total estimated unfunded pension liability of $49mm as of 31-Dec-17 (per Company management guidance); assumes 18.5% estimated tax rate based on jurisdictional review of taxes by Company management; $8mm of unfunded pension liability ($6mm on a tax-effected basis) attributable to Swiss pension account. 2. Diluted share count as of 31-Dec-17 per management guidance; includes basic shares outstanding, options, restricted shares, director units, and performance shares. 3. Estimate as of 31-Dec-17, per Company management.. IMPLIED PREMIUM (DISCOUNT): Unaffected Share Price (01-Nov-17)(1)$16.50 02-Feb-18 Close $18.26 52-Week High (24-Jan-18)$19.47 52-Week Low (08-Feb-17)$9.51 30-Trading Day VWAP $18.13 90-Trading Day VWAP $17.07 180-Trading Day VWAP $15.40 1-Year VWAP $14.19 3-Year VWAP $12.05 5-Year VWAP $12.56 Fully Diluted Shares (mm)(2) $18.26 $17.00 $17.25 $17.50 $17.75 $18.00 $18.25 $18.50 $18.75 $19.00 10.7% --(6.2%) 92.0% 0.7% 7.0% 18.6% 28.7% 51.5% 45.4% 13.171 3.0% 4.5% 6.1% (6.9%) (5.5%) (4.2%) (12.7%) (11.4%) (10.1%) 78.8% 81.4% 84.0% (6.2%) (4.9%) (3.5%) (0.4%) 1.1% 2.5% 10.4% 12.0% 13.6% 19.8% 21.6% 23.3% 41.1% 43.1% 45.2% 35.3% 37.3% 39.3% 13.155 13.158 13.161 7.6% (2.8%) (8.8%) 86.6% (2.1%) 4.0% 15.2% 25.1% 47.3% 41.3% 13.164 9.1% 10.6% 12.1% 13.6% 15.2% (1.4%) (0.1%) 1.3% 2.7% 4.1% (7.6%) (6.3%) (5.0%) (3.7%) (2.4%) 89.3% 91.9% 94.5% 97.2% 99.8% (0.7%) 0.7% 2.0% 3.4% 4.8% 5.4% 6.9% 8.4% 9.8% 11.3% 16.9% 18.5% 20.1% 21.7% 23.4% 26.9% 28.6% 30.4% 32.1% 33.9% 49.4% 51.4% 53.5% 55.6% 57.6% 43.3% 45.3% 47.3% 49.3% 51.2% 13.167 13.170 13.173 13.176 13.179 Equity Value $240 $224 $227 $230 $234 $237 $240 $244 $247 $250 Less: Cash and Cash Equivalents(3) Plus: Debt(3) (45) --(45) (45) (45) ---- --(45) --(45) (45) (45) (45) (45) ---- ---- --Total Enterprise Value $196 $179 $182 $185 $189 $192 $195 $199 $202 $205 Plus: Unfunded Pension Liability(4) $40 $40 $40 $40 $40 $40 $40 $40 $40 $40 Total Adj. Enterprise Value with Pension Liability $235 $218 $222 $225 $228 $232 $235 $238 $242 $245 VALUATION MULTIPLES (MANAGEMENT PROJECTIONS): EV / LTM 30-Sep-17 Adj. EBITDA(5)$22.1 EV / 2017E Adj. EBITDA $23.4 EV / 2018P Adj. EBITDA(6)$30.0 EV / 2017E Unadj. EBITDA $17.2 Adj. EV with Pension Liab. / LTM 30-Sep-17 Adj. EBITDAP $25.0 Adj. EV with Pension Liab. / 2017E Adj. EBITDAP $26.3 Adj. EV with Pension Liab. / 2018P Adj. EBITDAP(6)$32.9 Adj. EV with Pension Liab. / 2017E Unadj. EBITDAP $20.1 8.8x 8.4x 6.5x 11.3x 9.4x 8.9x 7.1x 11.7x 8.1x 8.2x 8.4x 7.6x 7.8x 7.9x 5.9x 6.1x 6.2x 10.4x 10.6x 10.7x 8.7x 8.9x 9.0x 8.3x 8.4x 8.5x 6.6x 6.7x 6.8x 10.8x 11.0x 11.2x 8.5x 8.1x 6.3x 10.9x 9.1x 8.7x 6.9x 11.3x 8.7x 8.8x 9.0x 9.1x 9.3x 8.2x 8.3x 8.5x 8.6x 8.8x 6.4x 6.5x 6.6x 6.7x 6.8x 11.1x 11.3x 11.5x 11.7x 11.9x 9.3x 9.4x 9.5x 9.7x 9.8x 8.8x 8.9x 9.1x 9.2x 9.3x 7.0x 7.1x 7.2x 7.3x 7.4x 11.5x 11.7x 11.8x 12.0x 12.2x

Hedwig Preliminary Value Perspectives r $21.03 $18.51 $18.50 ice: $17.67 $17.74 $12.76 Source: Company management projections, Hedwig Supplemental Slide Investor Presentations Note: Enterprise value based on diluted share count as of 31-Dec-17 per Company management guidance; includes basic shares outstanding, options, restricted shares, director units and performance shares. Equal weight not given to each financial analysis. 1. Includes estimated present value of $3.4 million of NOLs ($0.26 per share), per Company management guidance; NOL utilization not limited. Assumes WACC of 14.0% to 16.0% and perpetuity growth rate of 2.0% to 4.0%. PROJECT HEDWIG 5 Indicative Pr $17.75 Reference Range: Enterprise Value / $22.01 DCF analyses presented for informational purposes only and not relied upon for any purposes hereunde $24.70 $18.32$20.19 $19.39 $18.51 $15.89 $15.44 $11.34 Implied Multiple Ranges $15.02 $14.37 $15.20 EBITDA Multiples LTM 30-Sep-17 Adj. EBITDA ($22.1mm) 6.5x - 8.5x 8.5x - 10.5x 7.0x - 9.0x 4.7x - 5.5x 7.1x - 8.9x 10.0x - 12.8x 2017E Adj. EBITDA ($23.4mm) 6.5x - 8.5x 8.5x - 10.5x 7.0x - 9.0x 4.4x - 5.2x 6.7x - 8.4x 9.5x - 12.0x Implied Range: Adjusted Enterprise Value / EBITDAP Multiples LTM 30-Sep-17 Adj. EBITDAP ($25.0mm) 7.3x - 9.1x 9.1x - 10.9x 7.8x - 9.6x 5.7x - 6.5x 7.9x - 9.4x 10.5x - 12.9x 2017E Adj. EBITDAP ($26.3mm) 7.3x - 9.1x 9.1x - 10.8x 7.7x - 9.5x 5.4x - 6.1x 7.5x - 9.0x 9.9x - 12.2x Premium / (Discount) to Indicative Price (15.4%) - 4.3% (19.0%) - (0.4%) 4.3% - 24.0% (0.1%) - 18.5% (10.5%) - 9.2% (14.4%) - 4.2% (36.1%) - (28.1%) (13.0%) - 3.2% 13.7% - 39.2% Trading Multiples of Guideline Public Companies Precedent Transactions DCF(1) 5-Year Historical Current 2017E Adj. EBITDA LTM 30-Sep-17 Adj. EBITDA Downside Base Optimistic

Benchmarking Hedwig, Hurco, and Guideline Public Companies MARKET CAPITALIZATION CY2014 – CY2016 REVENUE CAGR CY2016 – CY2018E REVENUE CAGR Median Median Median ($ millions) 26% GPC $253 GPC (1%) GPC 6% $565 15% $172 $165 $153 (10%) (11%) HURC PKOH CVGI PLPC AMOT SHLO EML CECE KTEC HURC CECE SHLO KTEC AMOT EML PKOH PLPC CVGI HURC CVGI KTEC PKOH AMOT SHLO CECE EML PLPC LTM EBITDA MARGIN UNFUNDED PENSION LIABILITY EV/ LTM ADJUSTED EBITDA(P) Median Median Median ($ millions) EV / EBITDAP GPC 9% GPC $10 EV / EBITDA EV / EBITDAP GPC 9.5x 9.8x 13.4x 12% $57 12% 10.0x 9.7x 7% $4 4.7x ($52) HURC EML SHLO CVGI PLPC CECE AMOT KTEC PKOH HURC CECE AMOT PLPC EML PKOH KTEC SHLO CVGI HURC AMOT KTEC CVGI PLPC EML PKOH CECE SHLO Source: Company filings, wall street research Note: Market data as of 02-Feb-18. No guideline public company is directly comparable to the Company. 2018E Hedwig financials per management model. Key Technology market data as of 24-Jan-18 (pre-acquisition announcement). Guideline Public Companies: Allied Motion Technologies Inc. (AMOT), CECO Environmental Corp. (CECE), Commercial Vehicle Group (CVGI), The Eastern Company (EML), Key Technology Inc. (KTEC), Park-Ohio Holdings (PKOH), Preformed Line Products Company (PLPC), Shiloh Industries (SHLO). PROJECT HEDWIG 6 $28 NA $20 $19 $10 $10 NA 10% 10% 10% 7% 8% 8% 7% 10.2x 9.6x 13.4x 10.5x 10.6x 10.5x 9.6x 8.8x 10.2x 9.4x 9.6x 9.4x 8.8x 5.7x 5.5x 4.6x 6% 13% 8% 3% NA NANA (4%) $306 $374 $367 $335 $240 $122 6% 3% (1%)(1%) (1%) (3%)(4%) (7%)

Precedent Transactions Ann. EV EV / EBITDA Date Target Acquirer Target Description ($ mm) EBITDA Margin Jan-18 Designer and manufacturer of digital sorting, inspection, conveying and processing equipment $175 15.7x 8.0% Aug-17 Leading manufacturer of specialized commercial vehicles including truck bodies and specialty vehicles $342 13.3x 8.5% Aug-17 Global lighting, electronics, and full-service solutions provider to the transportation industry C$129 8.6x 11.9% Jul-17 NN's PBC business manufactures and sells precision ball bearings, rollers, and stamped metals $375 9.2x 15.6% (PBC Division) Jun-17 Leading manufacturer of water systems and industrial gas cylinders $283 7.4x 15.5% May-17 Leading U.S. based manufacturer of dump truck bodies and trailers $270 7.2x n.a. Sep-16 Leading supplier of components to the North American and European commercial vehicle industries $430 5.8x 11.5% Apr-16 Manufacturer of power electronics, motion control, power protection, electromagnetic equipment, and custom gears and gearboxes $168 6.7x 12.3% Dec-15 Global manufacturer and marketer of replacement parts, equipment, and accessories $850 8.1x 12.3% Aug-15 Global manufacturer of hermetically sealed compressors for residential and commercial HVAC applications $123 5.6x 3.2% Jul-15 Leading manufacturer of digital power and motion control solutions for material handling, elevator and mining applications $189 11.2x 14.9% Dec-13 Manufacturer of electrical and electronic wire and cable products $774 8.2x 10.2% Sep-13 Leading manufacturer of industrial waterjet machines for cutting and cleaning applications $201 11.3x 7.1% Mar-12 Leading manufacturer of liquid-transportation systems and engineered products $360 6.8x 15.4% Source: Company filings, press releases PROJECT HEDWIG 7 High 15.7x 15.6% Mean 8.9x 11.3% Median 8.2x 11.9% Low 5.6x 3.2%

BMO 0Capital Markets Appendix Appendix I PROJECT HEDWIG

Long Term Industry Trading Over Time Hedwig, Hurco, and Guideline Public Companies 20-YEAR INDEXED STOCK PRICE PERFORMANCE $220 $200 $180 $160 $140 $120 $100 $80 $60 $40 $20 $0 $149.74 $66.48 $46.74 $18.26 Feb-98 Feb-00 Feb-02 Feb-04 Feb-06 Feb-08 Feb-10 Feb-12 Feb-14 Feb-16 Feb-18 S&P Industrials Guideline Public Companies Hurco Hedwig 20-YEAR EV / LTM ADJUSTED EBITDA 15.0x 12.5x 9.6x 9.4x 9.0x 10.0x 7.5x 5.0x 2.5x 0.0x Feb-98 Feb-00 Feb-02 Feb-04 Feb-06 Feb-08 Feb-10 Feb-12 Feb-14 Feb-16 Feb-18 Guideline Public Companies Hurco Hedwig Source: Capital IQ Note: Market data as of 02-Feb-18. No guideline public company is directly comparable to Hedwig. Key Technology market data as of 24-Jan-18 (pre-acquisition announcement). Guideline Public Companies: Allied Motion Technologies Inc. (AMOT), CECO Environmental Corp. (CECE), Commercial Vehicle Group (CVGI), The Eastern Company (EML), Key Technology Inc. (KTEC), Park-Ohio Holdings (PKOH), Preformed Line Products Company (PLPC), Shiloh Industries (SHLO). PROJECT HEDWIG 9 Hedwig 20-year Median: 6.9x Average Hedwig Hurco GPC 1 yr. 9.6x 9.1x 9.0x 3 yr. 8.4x 6.8x 8.1x 5 yr. 7.5x 7.1x 8.2x 10 yr. 8.7x 7.3x 7.7x 20 yr. 7.9x 7.4x 7.5x Return % Hedwig Hurco GPC S&P Industrials 1 yr. 65.1% 47.0% 16.8% 18.3% 3 yr. 60.0% 27.6% 14.4% 40.1% 5 yr. 59.6% 49.1% 35.3% 87.0% 10 yr. 7.0% 21.6% 32.0% 91.0% 20 yr. (16.0%) 588.5% 114.9% 205.7% Indicative Price: $17.75

Pension Adjusted EV / LTM EBITDAP Over Time Hedwig, Hurco, and Guideline Public Companies 14.0x 12.0x 10.2x 10.0x 9.6x 9.2x 8.0x 6.0x 4.0x 2.0x --Feb-13 Aug-13 Feb-14 Aug-14 Feb-15 Aug-15 Feb-16 Aug-16 Feb-17 Aug-17 Feb-18 Guideline Public Companies Hurco Hedwig Source: SEC filings, Company website, Capital IQ Note: Figures are not adjusted for new U.S. federal tax rate. No guideline public company is directly comparable to Hedwig. Note: Market data as of 02-Feb-18. Key Technology market data as of 24-Jan-18 (pre-acquisition announcement). Guideline Public Companies: Allied Motion Technologies Inc. (AMOT), CECO Environmental Corp. (CECE), Commercial Vehicle Group (CVGI), The Eastern Company (EML), Key Technology Inc. (KTEC), Park-Ohio Holdings (PKOH), Preformed Line Products Company (PLPC), Shiloh Industries (SHLO). PROJECT HEDWIG 10

Preliminary Discounted Cash Flow Summary Optimistic Case ($ millions, except per share amounts) PROJECTED FREE CASH FLOWS IMPLIED VALUE Fiscal Year Ending December 31, Perpetuity Growth 2.0% 4.0% $241 134 124 3 45 (40) $322 139 179 3 45 (40) Terminal Value PV of Cash Flows(3) PV of Terminal Value(4) PV of NOLs(5) Plus: Net Cash(6) Less: Pension Liability(7) Less: Unlevered Cash Taxes Implied Equity Value $266 $327 F.D. Shares Outstanding(8) 13.191 13.226 Implied Terminal Multiple TV % of Total 5.4x 47% 7.1x 56% SENSITIVITY ANALYSIS Equity Value Equity Value per Share Implied Terminal Multiple Perpetuity Growth Perpetuity Growth Perpetuity Growth 2.0% 3.0% 4.0% 2.0% 3.0% 4.0% 2.0% 3.0% 4.0% 14.0% 15.0% 16.0% 14.0% 15.0% 16.0% 14.0% 15.0% 16.0% Source: Hedwig Management, Hedwig public filings Note: Value as of 31-Dec-17; excludes impact of synergies. 1. Normalized capital expenditures equal to 85.0% of depreciation based on 2.25% inflation and 15-year depreciation period. 2. Calculated by multiplying 18.5% marginal tax rate by EBITP after adding back items which are not tax deductible such as non-deductible amortization; assumes 18.5% estimated tax rate based on jurisdictional review of taxes by Company management. 3. PV of Cash Flows assumes mid-year discounting convention. 4. PV of Terminal Value discounted from 31-Dec-22. 5. Includes estimated present value of $3.4 million of NOLs ($0.26 per share), per Company management, assuming 18.1% discount rate; NOL utilization not limited. 6. Net cash as of 31-Dec-17, per Hedwig Management model. 7. Calculated as total estimated unfunded pension liability as of 31-Dec-17 (per Hedwig management); assumes 18.5% tax rate based on jurisdictional review of taxes by Company management. 8. Diluted share count as of 31-Dec-17 per Company management guidance; includes basic shares outstanding, options, restricted shares, director units, and performance shares. PROJECT HEDWIG 11 WACC WACC WACC 6.2x 6.6x 7.1x 5.8x 6.1x 6.5x 5.4x 5.7x 6.0x $23.00 $23.78 $24.70 $21.49 $22.10 $22.82 $20.19 $20.68 $21.24 $304 $314 $327 $284 $292 $302 $266 $273 $280 Implied Value per Share $20.19 $24.70 2017E 2018P 2019P 2020P 2021P 2022P Terminal(1) Net Sales $318 % growth 9% EBITDAP $26 % margin 8% EBITP $17 (2) (3) $326 $337 $347 $358 $368 $368 2% 4% 3% 3% 3% --$33 $40 $42 $45 $48 $48 10% 12% 12% 13% 13% 13% $23 $30 $32 $34 $37 $44 (4) (6) (6) (6) (7) (8) Tax-Effected EBITP $14 $19 $24 $26 $28 $30 $36 Plus: Depreciation & Amortization 9 Less: Capital Expenditures (3) Less: Increase in Net Working Capital 7 Plus: Tax-effected Proceeds from Sale of Assets --10 10 11 11 11 4 (5) (5) (5) (5) (5) (5) (3) (0) (3) (2) (2) (3) 8 16 20 ---- --Unlevered Free Cash Flow $27 $29 $46 $49 $32 $34 $32 % growth 9% 8% 56% 6% (35%) 9% --Low High Cost of Capital 16.0% 14.0%

Preliminary Discounted Cash Flow Summary Base Case ($ millions, except per share amounts) PROJECTED FREE CASH FLOWS IMPLIED VALUE Fiscal Year Ending December 31, Perpetuity Growth 2.0% 4.0% $162 111 83 3 45 (40) $211 115 117 3 45 (40) Terminal Value PV of Cash Flows(3) PV of Terminal Value(4) PV of NOLs(5) Plus: Net Cash(6) Less: Pension Liability(7) Less: Unlevered Cash Taxes Implied Equity Value $203 $241 F.D. Shares Outstanding(8) 13.131 13.171 Implied Terminal Multiple TV % of Total 5.0x 42% 6.5x 50% SENSITIVITY ANALYSIS Equity Value Equity Value per Share Implied Terminal Multiple Perpetuity Growth Perpetuity Growth Perpetuity Growth 2.0% 3.0% 4.0% 2.0% 3.0% 4.0% 2.0% 3.0% 4.0% 14.0% 15.0% 16.0% 14.0% 15.0% 16.0% 14.0% 15.0% 16.0% Source: Hedwig Management, Hedwig public filings Note: Value as of 31-Dec-17; excludes impact of synergies. 1. Normalized capital expenditures equal to 85.0% of depreciation based on 2.25% inflation and 15-year depreciation period. 2. Calculated by multiplying 18.5% marginal tax rate by EBITP after adding back items which are not tax deductible such as non-deductible amortization; assumes 18.5% estimated tax rate based on jurisdictional review of taxes by Company management. 3. PV of Cash Flows assumes mid-year discounting convention. 4. PV of Terminal Value discounted from 31-Dec-22. 5. Includes estimated present value of $3.4 million of NOLs ($0.26 per share), per Company management, assuming 18.1% discount rate; NOL utilization not limited. 6. Net cash as of 31-Dec-17, per Hedwig Management model. 7. Calculated as total estimated unfunded pension liability as of 31-Dec-17 (per Hedwig management); assumes 18.5% tax rate based on jurisdictional review of taxes by Company management. 8. Diluted share count as of 31-Dec-17 per Company management guidance; includes basic shares outstanding, options, restricted shares, director units, and performance shares. PROJECT HEDWIG 12 WACC WACC WACC 5.8x 6.1x 6.5x 5.4x 5.6x 5.9x 5.0x 5.2x 5.4x $17.40 $17.82 $18.32 $16.35 $16.67 $17.05 $15.44 $15.70 $15.98 $229 $235 $241 $215 $219 $224 $203 $206 $210 Implied Value per Share $15.44 $18.32 2017E 2018P 2019P 2020P 2021P 2022P Terminal(1) Net Sales $318 % growth 9% EBITDAP $26 % margin 8% EBITP $17 (2) (3) $326 $327 $329 $331 $332 $332 2% 0% 0% 1% 0% --$30 $32 $34 $34 $35 $35 9% 10% 10% 10% 10% 10% $21 $22 $24 $23 $24 $31 (4) (4) (4) (4) (4) (6) Tax-Effected EBITP $14 $17 $18 $19 $19 $19 $25 Plus: Depreciation & Amortization 9 Less: Capital Expenditures (3) Less: Increase in Net Working Capital 7 Plus: Tax-effected Proceeds from Sale of Assets --10 10 10 10 11 4 (5) (5) (5) (5) (5) (5) (3) (0) 1 0 1 (3) 8 16 --15 ---- Unlevered Free Cash Flow $27 $27 $39 $25 $40 $26 $21 % growth 9% (0%) 42% (34%) 56% (34%) --Low High Cost of Capital 16.0% 14.0%

Preliminary Discounted Cash Flow Summary Downside Case ($ millions, except per share amounts) PROJECTED FREE CASH FLOWS IMPLIED VALUE Fiscal Year Ending December 31, Perpetuity Growth 2.0% 4.0% $96 90 49 3 45 (40) $117 93 65 3 45 (40) Terminal Value PV of Cash Flows(3) PV of Terminal Value(4) PV of NOLs(5) Plus: Net Cash(6) Less: Pension Liability(7) Less: Unlevered Cash Taxes Implied Equity Value $148 $167 F.D. Shares Outstanding(8) 13.075 13.089 Implied Terminal Multiple TV % of Total 4.4x 34% 5.3x 40% SENSITIVITY ANALYSIS Equity Value Equity Value per Share Implied Terminal Multiple Perpetuity Growth Perpetuity Growth Perpetuity Growth 2.0% 3.0% 4.0% 2.0% 3.0% 4.0% 2.0% 3.0% 4.0% 14.0% 15.0% 16.0% 14.0% 15.0% 16.0% 14.0% 15.0% 16.0% Source: Hedwig Management, Hedwig public filings Note: Value as of 31-Dec-17; excludes impact of synergies. 1. Normalized capital expenditures equal to 85.0% of depreciation based on 2.25% inflation and 15-year depreciation period. 2. Calculated by multiplying 18.5% marginal tax rate by EBITP after adding back items which are not tax deductible such as non-deductible amortization; assumes 18.5% estimated tax rate based on jurisdictional review of taxes by Company management. 3. PV of Cash Flows assumes mid-year discounting convention. 4. PV of Terminal Value discounted from 31-Dec-22. 5. Includes estimated present value of $3.4 million of NOLs ($0.26 per share), per Company management, assuming 18.1% discount rate; NOL utilization not limited. 6. Net cash as of 31-Dec-17, per Hedwig Management model. 7. Calculated as total estimated unfunded pension liability as of 31-Dec-17 (per Hedwig management); assumes 18.5% tax rate based on jurisdictional review of taxes by Company management. 8. Diluted share count as of 31-Dec-17 per Company management guidance; includes basic shares outstanding, options, restricted shares, director units, and performance shares. PROJECT HEDWIG 13 WACC WACC WACC 5.1x 5.2x 5.3x 4.7x 4.8x 4.8x 4.4x 4.4x 4.4x $12.54 $12.64 $12.76 $11.90 $11.96 $12.03 $11.34 $11.37 $11.41 $164 $165 $167 $156 $156 $157 $148 $149 $149 Implied Value per Share $11.34 $12.76 2017E 2018P 2019P 2020P 2021P 2022P Terminal(1) Net Sales $318 % growth 9% EBITDAP $26 % margin 8% EBITP $17 (2) (3) $326 $327 $262 $288 $302 $302 2% 0% (20%) 10% 5% --$30 $32 $14 $20 $24 $24 9% 10% 5% 7% 8% 8% $21 $22 $4 $9 $13 $19 (4) (4) (1) (2) (2) (4) Tax-Effected EBITP $14 $17 $18 $3 $7 $10 $16 Plus: Depreciation & Amortization 9 Less: Capital Expenditures (3) Less: Increase in Net Working Capital 7 Plus: Tax-effected Proceeds from Sale of Assets --10 10 10 10 11 4 (5) (5) (5) (5) (5) (5) (3) (0) 22 (17) (1) (3) 8 16 --13 ---- Unlevered Free Cash Flow $27 $27 $39 $30 $9 $15 $12 % growth 9% (0%) 42% (22%) (71%) 78% --Low High Cost of Capital 16.0% 14.0%

Trading Metrics ($ millions) Share Price As of 2-Feb-18 Enterprise Value / Equity Value Enterprise Value EBITDA EBITDAP Price / Earnings Net Debt / LTM EBITDA Company LTM 2017E 2018E LTM 2017E 2018E LTM 2017E 2018E Guideline Public Companies Allied Motion Technologies Inc. CECO Environmental Corp. Commercial Vehicle Group The Eastern Company(1) Key Technology, Inc.(2) Park-Ohio Holdings Corp. Preformed Line Products Company Shiloh Industries, Inc. $34.40 $4.29 $11.83 $26.13 $17.76 $43.30 $68.85 $7.23 $335 $153 $374 $165 $122 $565 $367 $172 $380 $251 $491 $179 $117 $1,014 $363 $346 13.4x 5.5x 10.2x 9.4x 10.5x 8.8x 9.6x 4.6x 13.4x 7.1x 9.3x NA NA 8.6x NA 4.5x 10.8x 6.7x 5.7x NA NA 7.6x NA 4.4x 13.4x 5.7x 10.6x 10.0x 10.5x 8.8x 9.7x 4.7x 13.4x 7.3x 9.6x NA NA 8.5x NA 4.6x 10.9x 7.0x 5.9x NA NA 7.5x NA 4.5x 28.9x 6.4x 34.3x 17.0x 28.4x 20.1x 21.3x 13.6x 31.4x 11.4x 25.7x NA 30.6x 13.6x NA 11.6x 24.5x 9.2x 9.7x NA NA 11.2x NA 11.9x 1.6x 2.1x 2.5x 0.7x NM 3.8x NM 2.3x Source: Capital IQ, company filings, company websites, wall street estimates Note: Market data as of 02-Feb-18. No guideline public company is directly comparable to the Company. FCF Conversion calculated as (EBITDA – Capex) / EBITDA. PROJECT HEDWIG 14 1. 2. 3. Multiples not pro-forma for April 2017 acquisition (target EBITDA unavailable). Key Technology was acquired by Duravant LLC on 25-Jan-18. Therefore market data as of 24-Jan-18 (pre-acquisition announcement). 2017 figures are 2017 actuals, per Company management; 2018E projections per Company management model. Hedwig - Base / Downside(3) $18.26 $240 $208 9.4x 8.9x 7.6x 10.2x 9.7x 8.4x 21.9x NA NA NM Hedwig - Optimistic(3) $18.26 $240 $208 9.4x 8.9x 6.9x 10.2x 9.7x 7.7x 21.9x NA NA NM Overall Mean: 9.1x 8.6x 7.1x 9.2x 8.7x 7.2x 21.1x 20.7x 13.3x 2.2x Overall Median: 9.6x 8.6x 6.7x 9.7x 8.5x 7.0x 20.1x 19.7x 11.2x 2.2x Hurco Companies, Inc. $44.75 $306 $241 9.6x NA NA 9.6x NA NA 19.8x NA NA NM Mean: 9.0x 8.6x 7.1x 9.2x 8.7x 7.2x 21.2x 20.7x 13.3x 2.2x Median: 9.5x 8.6x 6.7x 9.8x 8.5x 7.0x 20.7x 19.7x 11.2x 2.2x

Operating Metrics ($ millions) LTM Financials LTM Margins '16-'18 CAGR LTM FCF Conversion Company Revenue EBITDA EBITDAP EBIT Debt Cash GP EBITDA EBIT Revenue EBITDA Guideline Public Companies Allied Motion Technologies Inc. CECO Environmental Corp. Commercial Vehicle Group The Eastern Company(1) Key Technology, Inc.(2) Park-Ohio Holdings Corp. Preformed Line Products Company Shiloh Industries, Inc. $242 $371 $717 $184 $140 $1,354 $368 $1,042 $28 $46 $48 $19 $11 $115 $38 $76 $28 $46 $48 $20 $11 $111 $38 $77 $18 $25 $33 $15 $7 $80 $25 $29 $63 $122 $168 $36 $5 $519 $35 $183 $18 $25 $50 $22 $9 $81 $39 $9 30% 33% 12% 25% 34% 16% 32% 11% 12% 12% 7% 10% 8% 8% 10% 7% 8% 7% 5% 8% 5% 6% 7% 3% 3% (10%) 15% NA 13% 8% NA (4%) 12% (18%) 37% NA NA 14% NA 9% 80% 98% 70% 87% 81% 76% 71% 36% Source: Capital IQ, company filings, company websites, wall street estimates Note: Market data as of 02-Feb-18. No guideline public company is directly comparable to the Company. FCF Conversion calculated as (EBITDA – Capex) / EBITDA. PROJECT HEDWIG 15 1. 2. 3. Multiples not pro-forma for April 2017 acquisition (target EBITDA unavailable). Key Technology was acquired by Duravant LLC on 25-Jan-18. Therefore market data as of 24-Jan-18 (pre-acquisition announcement). 2017 figures are 2017 actuals, per Company management; 2018E projections per Company management model. Hedwig - Base / Downside(3)$315$22$25$13$0$3233%7%4%6%43%88% Hedwig - Optimistic(3)$315$22$25$13$0$3233%7%4%6%49%88% Overall Mean:25%9%6%4%11%77% Overall Median:29%10%7%6%12%80% Hurco Companies, Inc.$244$25$25$21$2$6629%10%9%NANA91% Mean:24%9%6%4%11%75% Median:27%9%6%6%12%78%

Illustrative Cost of Capital Analysis GUIDELINE PUBLIC COMPANY BETA ANALYSIS ILLUSTRATIVE COST OF CAPITAL ($ millions) Total Equity Barra Debt Selected Betas ȕX 0.96 ȕX 1.09 ȕX 1.23 Company Barra Beta Debt(1) Value(2) Ratio Tax Rate Beta(3) Levered Unlevered Cost of Debt (4) 2.84% 4.16% --7.00% 18.5% 2.84% 4.16% --7.00% 18.5% 2.84% 4.16% --7.00% 18.5% Nominal Risk Free Rate Borrowing Spread Park-Ohio Holdings Corp. Commercial Vehicle Group Preformed Line Products Company Allied Motion Technologies Inc. Hurco Shiloh Industries, Inc. The Eastern Company CECO Environmental Corp. Key Technology, Inc. 1.54 1.47 1.36 1.26 1.54 1.93 1.45 1.33 0.90 $519 168 35 63 2 183 36 122 5 $565 374 367 335 306 172 165 153 122 47.9% 31.0% 8.7% 15.7% 0.5% 51.5% 17.8% 44.4% 3.6% 21.0% 21.0% 21.0% 21.0% 21.0% 21.0% 21.0% 21.0% 21.0% 0.89 1.08 1.26 1.10 1.54 1.05 1.24 0.82 0.87 Country Risk Premium(5) Pre-tax Cost of Debt Tax Rate(6) Cost of Equity (4) 2.84% 6.94% --5.59% 0.96 25.0% 1.22 2.84% 6.94% --5.59% 1.09 25.0% 1.39 2.84% 6.94% --5.59% 1.23 25.0% 1.56 Nominal Risk Free Rate Equity Risk Premium(7) Country Risk Premium(5) Size Premium(7) Selected Unlevered Beta Optimal Debt in Capital Structure Levered Beta Mean 1.42 $126 $284 24.6% 1.09 Source: Public filings, FactSet, Bloomberg, Barra Predicted Betas 5. Geographic revenue and asset distribution in line with that of trading comp set; volatility associated with geographic exposure taken into account by peer set betas. Per Company Management, based on jurisdictional review. Based on Duff & Phelps Valuation Handbook - Guide to Cost of Capital. Cost RI HTXLW\ ULVN IUHH UDWH + ȕ [ PDUNHW ULVN SUHPLXP + VL]H SUHPLXP + FRXQWU\ ULVN premium. WACC = debt/(debt + equity) x((1 - tax rate) x cost of debt) + equity/(debt + equity) x cost of equity. 1. 2. Total Debt at face value. Equity value as of 02-Feb-18. Key Technology equity value as of 24-Jan-18, the day prior to the announcement of Duravant LLC’s acquisition of Key Technology. ȕ8 ȕ/ I (1 + (1 - tax rate) x Debt/Equity). Yield on 10-year U.S. Government bond as of 02-Feb-18. 6. 7. 8. 9. 3. 4. PROJECT HEDWIG 16 Implied WACC(9) 14.1% 15.0% 15.9% Cost of Equity(8) 16.9% 18.1% 19.3% Selected Beta - Low 0.96 Selected Beta - High 1.23 After-Tax Cost of Debt 5.7% 5.7% 5.7%

Preliminary NOL Value Analysis ASSUMPTIONS PROJECTED NOL TAX SHIELD ($ millions) Usable NOLs include: „ U.S. Federal balance of $27.0 million „ Taiwan balance of $3.6 million „ Hardinge Germany balance of $8.4 million „ Forkardt Germany balance of $9.3 million „ U.S. state balance of $22.7 million Annual usage per Company management guidance NOL utilization not limited Tax rates based on jurisdiction tax rates Discount rate of 18.1%(1) z 2018P 2019P 2020P 2021P 2022P 2023P-2039P Beginning Balance (Used) $27.0 --$27.0 (1.0) $26.0 (2.0) $24.0 (2.0) $22.0 (2.0) $20.0 (20.0) Ending Balance Net Cash Savings from U.S. Federal NOLs at 21.0% Tax Rate $27.0 --$26.0 $0.2 $24.0 $0.4 $22.0 $0.4 $20.0 $0.4 --$4.2 Taiwan NOLs Beginning Balance (Used) $3.6 (0.7) $2.9 (0.7) $2.2 (0.7) $1.4 (0.7) $0.7 (0.7) ---- Ending Balance Net Cash Savings from Taiwan NOLs at 17.0% Tax Rate $2.9 $0.1 $2.2 $0.1 $1.4 $0.1 $0.7 $0.1 --$0.1 ---- Hardinge Germany NOLs Beginning Balance (Used) $8.4 --$8.4 --$8.4 (0.4) $8.0 (0.4) $7.5 (0.4) $7.1 (7.1) z Ending Balance Net Cash Savings from Hardinge Germany NOLs at 31.2% Tax Rate $8.4 --$8.4 --$8.0 $0.1 $7.5 $0.1 $7.1 $0.1 --$2.2 z z Forkardt Germany NOLs Beginning Balance (Used) $9.3 --$9.3 --$9.3 (0.5) $8.8 (0.5) $8.3 (0.5) $7.9 (7.9) z Ending Balance Net Cash Savings from Forkardt Germany NOLs at 30.2% Tax Rate $9.3 --$9.3 --$8.8 $0.1 $8.3 $0.1 $7.9 $0.1 --$2.4 Beginning Balance (Used) $22.7 --$22.7 (0.8) $21.9 (1.7) $20.2 (1.7) $18.5 (1.7) $16.8 (16.8) Ending Balance Net Cash Savings from U.S. State NOLs at 6.0% Tax Rate $22.7 --$21.9 $0.1 $20.2 $0.1 $18.5 $0.1 $16.8 $0.1 --$1.0 Total Net Cash Savings $0.1 $0.4 $0.9 $0.9 $0.9 $9.8 Present Value of NOLs $0.1 $0.3 $0.6 $0.5 $0.4 $1.6 Source: Hedwig management 1. Illustrative cost of equity. 2. Diluted share count as of 02-Feb-18, per Company management guidance; includes basic shares outstanding, vested options, restricted shares, and performance shares. PROJECT HEDWIG 17 Present Value of NOL $3.4 Fully Diluted Shares(2)13.171 NOL Value / Share $0.26 U.S. State NOLs U.S. Federal NOLs

EBITDA Adjustments Detail 2013A – 2017E Fiscal Year Ending December 31, 2013A 2014A 2015A 2016A 2017E ($ millions) Net income (loss) Impairment charges Income and gain from disc. ops, net of tax Gain on purchase of business Inventory adjustment Inventory step-up charge Acquisition transaction expenses Restructuring expenses Professional fees for strategic review process Pension settlement loss Other adjustments $9.9 6.2 (5.5) ---- 1.9 2.2 ---- --0.2 ($2.1) 5.4 (0.2) (0.5) --0.1 0.1 ---- ---- $2.6 ---- --0.7 ---- 3.6 0.8 ---- $1.2 ---- ---- ---- 0.7 1.3 0.5 0.7 $5.6 ---- ---- ---- 4.5 ---- 1.7 $14.9 $2.8 $7.7 $4.4 $11.8 Adjusted net income $1.0 1.4 $0.7 1.6 $0.4 1.9 $0.4 2.1 $0.3 2.5 Plus: Interest expense, net Adjusted income tax expense $17.3 $5.1 $10.0 $6.9 $14.5 Adjusted operating income $9.6 $9.8 $8.8 $8.8 $8.9 Depreciation & amortization expense Source: 2013A-2016A Adj. EBITDA figures per Hedwig 4th Quarter 2016 Financial Results Supplemental Slides dated 09-Feb-17, 2017E Adj. EBITDA figures per Company management guidance PROJECT HEDWIG 18 Adjusted EBITDA $26.9 $14.9 $18.8 $15.7 $23.4

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BMO has relied upon representations made by management of the Company that such budgets, projections and estimates have been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management (or, with respect to information obtained from public sources, represent reasonable estimates), and BMO expresses no opinion with respect to such budgets, projections or estimates or the assumptions on which they are based. The scope of the financial analysis contained herein is based on discussions with the Company (including, without limitation, regarding the methodologies to be utilized), and BMO does not make any representation, express or implied, as to the sufficiency or adequacy of such financial analysis or the scope thereof for any particular purpose. BMO has assumed and relied upon the accuracy and completeness of the financial and other information provided to, discussed with or reviewed by it without (and without assuming responsibility for) independent verification of such information, makes no representation or warranty (express or implied) in respect of the accuracy or completeness of such information and has further relied upon the assurances of the Company that it is not aware of any facts or circumstances that would make such information inaccurate or misleading. In addition, BMO has relied upon and assumed, without independent verification, that there has been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of the Company, the division of the Company being sold, or any other participant in the Transaction since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to BMO that would be material to its analyses, and that the final forms of any draft documents reviewed by BMO will not differ in any material respect from such draft documents. The materials are not an offer to sell or a solicitation of an indication of interest to purchase any security, option, commodity, future, loan or currency. The materials do not constitute a commitment by BMO or any of its affiliates to underwrite, subscribe for or place any securities, to extend or arrange credit, or to provide any other services. In the ordinary course of business, certain of BMO’s affiliates and employees, as well as investment funds in which they may have financial interests or with which they may co-invest, may acquire, hold or sell, long or short positions, or trade or otherwise effect transactions, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in, one or more parties that may be involved in the Transaction and their respective affiliates or any currency or commodity that may be involved in the Transaction. BMO provides mergers and acquisitions, restructuring and other advisory and consulting services to clients. BMO’s personnel may make statements or provide advice that is contrary to information contained in the materials. BMO’s or its affiliates’ proprietary interests may conflict with the Company’s interests. BMO may have advised, may seek to advise and may in the future advise one or more participants in the Transaction and/or other companies mentioned in the materials. PROJECT HEDWIG 19

EX-99.(C)(4)

Exhibit (c)(4) Project Hedwig Presentation to the Special Committee of the Board of Directors February 11, 2018

Disclaimer This presentation, and any supplemental information (written or oral) or other documents provided in connection therewith (collectively, the “materials”), are provided solely for the information of the Special Committee (the “Committee”) of the Board of Directors (the “Board”) of Hardinge Inc. (the “Company”) by BMO Capital Markets (“BMO”) in connection with the Committee’s consideration of a potential transaction (the “Transaction”) involving the Company. This presentation is incomplete without reference to, and should be considered in conjunction with, any supplemental information provided by and discussions with BMO in connection therewith. Any defined terms used herein shall have the meanings set forth herein, even if such defined terms have been given different meanings elsewhere in the materials. The materials are for discussion purposes only. BMO expressly disclaims any and all liability which may be based on the materials and any errors therein or omissions therefrom. The materials were prepared for specific persons familiar with the business and affairs of the Company for use in a specific context and were not prepared with a view to public disclosure or to conform with any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and none of the Committee, the Company or BMO takes any responsibility for the use of the materials by persons other than the Committee. The materials are provided on a confidential basis solely for the information of the Committee and may not be disclosed, summarized, reproduced, disseminated or quoted or otherwise referred to, in whole or in part, without BMO’s express prior written consent. Notwithstanding any other provision herein, the Company (and each employee, representative or other agent of the Company) may disclose to any and all persons without limitation of any kind, the tax treatment and tax structure of any transaction and all materials of any kind (including opinions or other tax analyses, if any) that are provided to the Company relating to such tax treatment and structure. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. income or franchise tax treatment of the transaction and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. income or franchise tax treatment of the transaction. If the Company plans to disclose information pursuant to the first sentence of this paragraph, the Company shall inform those to whom it discloses any such information that they may not rely upon such information for any purpose without BMO’s prior written consent. BMO is not an expert on, and nothing contained in the materials should be construed as advice with regard to, legal, accounting, regulatory, insurance, tax or other specialist matters. BMO’s role in reviewing any information is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Committee. The materials necessarily are based on financial, economic, market and other conditions as in effect on, and the information available to BMO as of, the date of the materials. As the Committee is aware, certain data underlying our analysis pre-dates (and / or does not reflect the impact of) recently enacted federal tax legislation. The financial and stock markets have been adjusting to the impacts of such legislation, and we express no opinion or view as to any potential effects of such impacts on the Company or the Transaction. Although subsequent developments may affect the contents of the materials, BMO has not undertaken, and is under no obligation, to update, revise or reaffirm the materials, except as may be expressly contemplated by BMO’s engagement letter. The materials are not intended to provide the sole basis for evaluation of the Transaction and do not purport to contain all information that may be required. The materials do not address the underlying business decision of the Company or any other party to proceed with or effect the Transaction, or the relative merits of the Transaction as compared to any alternative business strategies or transactions that might be available for the Company or any other party. The materials do not constitute any opinion, nor do the materials constitute a recommendation to the Committee, the Company, any security holder of the Company or any other party as to how to vote or act with respect to any matter relating to the Transaction or otherwise or whether to buy or sell any assets or securities of any company. BMO’s only opinion is the opinion, if any, that is actually delivered to the Committee. The materials may not reflect information known to other professionals in other business areas of BMO and its affiliates. The preparation of the materials was a complex process involving quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytic methods employed and the adaption and application of these methods to the unique facts and circumstances presented and, therefore, is not readily susceptible to partial analysis or summary description. Furthermore, BMO did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. Accordingly, the analyses contained in the materials must be considered as a whole. Selecting portions of the analyses, analytic methods and factors without considering all analyses and factors could create a misleading or incomplete view. The materials reflect judgments and assumptions with regard to industry performance, general business, economic, regulatory, market and financial conditions and other matters, many of which are beyond the control of the participants in the Transaction. Any estimates of value contained in the materials are not necessarily indicative of actual value or predictive of future results or values, which may be significantly more or less favorable. Any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which any assets, businesses or securities may actually be sold. The materials do not constitute a valuation opinion or credit rating. In preparing the materials, BMO has not conducted any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (contingent or otherwise) of the Company or any other party and has no obligation to evaluate the solvency of the Company or any other party under any law. All budgets, projections, estimates, financial analyses, reports and other information with respect to operations (including estimates of potential cost savings and expenses) reflected in the materials have been prepared by management of the relevant party or are derived from such budgets, projections, estimates, financial analyses, reports and other information or from other sources, which involve numerous and significant subjective determinations made by management of the relevant party and/or which such management has reviewed and found reasonable. The budgets, projections and estimates (including, without limitation, estimates of potential cost savings and synergies) contained in the materials may or may not be achieved and differences between projected results and those actually achieved may be material. BMO has relied upon representations made by management of the Company that such budgets, projections and estimates have been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management (or, with respect to information obtained from public sources, represent reasonable estimates), and BMO expresses no opinion with respect to such budgets, projections or estimates or the assumptions on which they are based. The scope of the financial analysis contained herein is based on discussions with the Company (including, without limitation, regarding the methodologies to be utilized), and BMO does not make any representation, express or implied, as to the sufficiency or adequacy of such financial analysis or the scope thereof for any particular purpose. BMO has assumed and relied upon the accuracy and completeness of the financial and other information provided to, discussed with or reviewed by it without (and without assuming responsibility for) independent verification of such information, makes no representation or warranty (express or implied) in respect of the accuracy or completeness of such information and has further relied upon the assurances of the Company that it is not aware of any facts or circumstances that would make such information inaccurate or misleading. In addition, BMO has relied upon and assumed, without independent verification, that there has been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of the Company, the division of the Company being sold, or any other participant in the Transaction since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to BMO that would be material to its analyses, and that the final forms of any draft documents reviewed by BMO will not differ in any material respect from such draft documents. The materials are not an offer to sell or a solicitation of an indication of interest to purchase any security, option, commodity, future, loan or currency. The materials do not constitute a commitment by BMO or any of its affiliates to underwrite, subscribe for or place any securities, to extend or arrange credit, or to provide any other services. In the ordinary course of business, certain of BMO’s affiliates and employees, as well as investment funds in which they may have financial interests or with which they may co-invest, may acquire, hold or sell, long or short positions, or trade or otherwise effect transactions, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in, one or more parties that may be involved in the Transaction and their respective affiliates or any currency or commodity that may be involved in the Transaction. BMO provides mergers and acquisitions, restructuring and other advisory and consulting services to clients. BMO’s personnel may make statements or provide advice that is contrary to information contained in the materials. BMO’s or its affiliates’ proprietary interests may conflict with the Company’s interests. BMO may have advised, may seek to advise and may in the future advise one or more participants in the Transaction and/or other companies mentioned in the materials. PROJECT HEDWIG 1

SITUATION OVERVIEW Section 1: Situation Overview Section 1 Situation Overview Section 2 Appendix Financial Analysis PROJECT HEDWIG 2

SITUATION OVERVIEW Executive Summary BMO Capital Markets Corp. (“BMO” or “we”) has been engaged to act as financial advisor to the Board, including any special committee thereof, in connection with a review of strategic alternatives, including but not limited to a possible sale transaction to Hardinge Holdings LLC, an affiliate of Privet Fund LP and Privet Fund Management LLC (collectively, the “Purchaser”) for $18.50 in cash (the “Consideration”), per share of Company common stock (the “Transaction”) z As part of the engagement, BMO has been requested to render an opinion to the Board as to the fairness, from a financial point of view, to the Company’s common stockholders (other than the Purchaser and its affiliates), of the Consideration to be received by such stockholders in the Transaction (the “Opinion”) „ BMO is the only institution expected to render an opinion regarding the Transaction to the Committee Enterprise value equals 8.6x estimated Hardinge 2017E Adj. EBITDA of $23.2 million The Transaction will be structured as a merger The Transaction is targeted to be announced on Monday, February 12th prior to the market open z z z z Source: Management, Draft dated 10-Feb-18 of Merger Agreement PROJECT HEDWIG 3

SITUATION OVERVIEW Summary of the Proposed Transaction of Acquisition Sub shall cease, and the Company shall continue under the name “Hardinge Inc.” as the surviving corporation and Source: Draft Merger Agreement dated 10-Feb-2018 PROJECT HEDWIG 4 Transaction Structure z The Transaction will be structured as a merger, whereby a newly formed wholly owned subsidiary of Hardinge Holdings, LLC (such subsidiary, “Acquisition Sub”), will be merged with and into the Company z Upon closing of the Transaction, Acquisition Sub shall be merged with and into the Company, whereupon the separate existence shall continue its existence as a corporation under the laws of the State of New York and be governed by the laws of the State of New York Consideration z Each share of common stock (other than certain shares owned by the Purchaser) shall be converted into the right to receive $18.50 in cash „ Implied equity value of $244 million (“Deal Value”) and implied enterprise value of $199 million Source of Funds z Purchaser will fund the acquisition with a mix of equity, debt, and cash on the Company’s balance sheet Representations and Warranties z Customary representations and warranties Deal Protections z 45 calendar day go-shop provision z $3.7 million termination fee (1.5% of Deal Value) plus expense reimbursement of up to $3.7 million (1.5% of Deal Value) payable to Purchaser if the Company terminates the transaction as a result of receiving a superior proposal during the go-shop period z $8.5 million termination fee (3.5% of Deal Value) plus expense reimbursement of up to $3.7 million (1.5% of Deal Value) payable to Purchaser if the Company terminates the transaction under other certain circumstances z Expense reimbursement of up to $2.4 million (1.0% of Deal Value) if required shareholder approval for the Transaction is not obtained in the absence of recommendation change by the Board z $14.6 million termination fee (6.0% of Deal Value) plus expense reimbursement of up to $3.7 million (1.5% of Deal Value) payable to the Company if the Purchaser terminates the transaction under certain circumstances Key Closing Conditions z Required shareholder approval of at least two-thirds of common stock z Other customary closing conditions Estimated Timing z Expected to close in Q2 or Q3 2018

FINANCIAL ANALYSIS Section 2: Financial Analysis Section 1 Situation Overview Section 2 Appendix Financial Analysis PROJECT HEDWIG 5

FINANCIAL ANALYSIS Changes from November 2017 Presentation In the presentation to the Board dated November 1, 2017, BMO utilized select public companies, precedent transactions, and discounted cash flow analysis valuation methodologies to provide an initial assessment of the potential value for Hardinge Since this time, BMO has continued to assess Hardinge, its operating attributes, and end-markets Currently, BMO is utilizing select public companies, precedent transactions, and discounted cash flow analysis: z z z Three companies were added to the select public companies analysis (Commercial Vehicle Group, Inc., Park-Ohio Holdings Corp., and Shiloh Industries, Inc.) – These companies are US-domiciled, industrial manufacturing businesses with similar, cyclical end-markets to Hardinge Six new precedent transactions were added after performing a search for additional potential relevant transactions and two transactions were removed – Transactions added (Methode/Pacific Insight, Worthington/Amtrol, Federal Signal/TBEI, American Securities/Blount, and Southwire/CCI) are similarly sized, industrial manufacturing business with similar, cyclical end-markets and one transaction (Duravant acquisition of Key Technologies) announced since November 2017 – Transactions removed (Parker/Snap-tite and Ametek/CSI) reflect transactions without publicly available valuation multiples Management changes to the discounted cash flow analysis include: „ „ „ – Management has provided draft financial results for 2017E and revised projections through 2022P (previously through 2023P) Š Revised projections include modified growth and profitability metrics and the ability to realize cash proceeds from the sale of real estate WACC range changed from 15% – 17% to 14% – 16% based on revised public companies, updated market data, and recently enacted federal tax legislation Perpetuity growth rate changed from 1% – 3% to 2% – 4% to reflect revised business outlook – – PROJECT HEDWIG 6

FINANCIAL ANALYSIS Five-Year Hardinge Stock Price and Volume Chart Average Low High VWAP Daily Vol. (000s) 30-Trading Day 90-Trading Day 180-Trading Day 1-Year 3-Year 5-Year $16.54 $14.75 $11.09 $9.97 $7.85 $7.85 $19.47 $19.47 $19.47 $19.47 $19.47 $19.47 $18.20 $17.16 $15.56 $14.29 $12.09 $12.59 0.047 0.050 0.043 0.042 0.033 0.037 (000s) $20.00 300 $18.00 250 $16.00 $14.00 200 $12.00 $10.00 150 $8.00 100 $6.00 $4.00 50 $2.00 --0 Feb-13 Aug-13 Feb-14 Aug-14 Feb-15 Volume (000s) Aug-15 Feb-16 Aug-16 Feb-17 Aug-17 Feb-18 Hardinge Stock Price Source: FactSet Note: Market data as of 09-Feb-18. PROJECT HEDWIG 7 Offer Price: $18.50

FINANCIAL ANALYSIS Hardinge Historical and Projected Financials Source: Historical financials per Hardinge public filings and public Hardinge Investor Presentations; projected financials per Hardinge Management Note: Assumes that projections reflect expense associated with the operational change from selling facilities. PROJECT HEDWIG 8 1. 2013A-2016A Adj. EBITDA figures per Hardinge 4th Quarter 2016 Financial Results 2. Historical and projected net periodic benefit cost per Hardinge Management. Supplemental Slides dated 09-Feb-2017; 2017E Adj. EBITDA per Hardinge Management and 3. Defined as current assets (excluding cash and assets held for sale) less current liabilities (excluding is adjusted for $4.5mm restructuring adjustment, $1.2mm CEO transition adjustment, and $0.5mm of other adjustments. current portion of long term debt and deferred income taxes). 4. Free cash flow defined as Adj. EBITDA less capital expenditures and increase in net working capital. FYE December 31 Historical ($ millions) 2013A 2014A 2015A 2016A CAGR '13A - '16A Projected 2017E 2018P 2019P 2020P 2021P 2022P CAGR '17E - '22P Net Sales $329 $312 $315 $292 (3.9%) $318 $326 $327 $329 $331 $332 0.9% % growth (1.5%) (5.4%) 1.2% (7.4%) COGS 224 211 211 194 Gross Margin $106 $101 $105 $98 % margin 32.1% 32.3% 33.2% 33.4% (2.6%) 8.9% 2.5% 0.5% 0.5% 0.5% 0.5% 210 214 213 213 214 215 $108 $111 $114 $116 $117 $118 33.9% 34.2% 34.9% 35.3% 35.3% 35.4% 1.8% Adj. EBITDA(1) $27 $15 $19 $16 (16.4%) $23 $27 $29 $31 $31 $32 6.6% % margin 8.2% 4.8% 6.0% 5.4% % growth (3.6%) (44.6%) 26.2% (16.5%) Net Periodic Benefit Cost(2) $2 $1 $2 $4 7.3% 8.4% 8.9% 9.4% 9.4% 9.6% 47.6% 18.4% 6.0% 6.4% 0.3% 2.8% $3 $3 $3 $3 $3 $3 Adj. EBITDAP $29 $16 $21 $19 (12.7%) $26 $30 $32 $34 $34 $35 6.0% % margin 8.8% 5.2% 6.6% 6.6% Depreciation & Amortization $10 $10 $9 $9 % of net sales 2.9% 3.3% 2.8% 3.0% EBITP $19 $6 $12 $10 Capital Expenditures $4 $3 $4 $2 % of net sales 1.2% 1.0% 1.3% 0.8% Working Capital(3) $113 $124 $102 $103 % of net sales 34.2% 39.9% 32.4% 35.1% Free Cash Flow(4) $14 ($0) $37 $13 % of net sales 4.4% (0.0%) 11.7% 4.4% Proceeds from Sale of Real Estate Assets ---- ---- Free Cash Flow with RE Proceeds(4) $14 ($0) $37 $13 % of net sales 4.4% (0.0%) 11.7% 4.4% (3.9%) (3.9%) 8.2% 9.3% 9.8% 10.3% 10.3% 10.5% $9 $10 $10 $10 $10 $11 2.8% 2.9% 3.0% 3.1% 3.2% 3.3% $17 $21 $22 $24 $23 $24 $3 $5 $5 $5 $5 $5 1.0% 1.4% 1.5% 1.5% 1.5% 1.5% $95 $98 $98 $97 $97 $96 29.8% 30.1% 30.0% 29.5% 29.3% 28.9% $28 $20 $24 $27 $26 $28 8.7% 6.1% 7.3% 8.2% 8.0% 8.3% --$8 $16 --$15 --$28 $28 $40 $27 $41 $28 8.7% 8.6% 12.2% 8.2% 12.4% 8.3% (0.1%) (0.1%)

FINANCIAL ANALYSIS Hardinge Value Perspectives Cash Flow(1) EBITDA $20.95 $19.51 $19.22 Offer Price: $18.35 $18.50 $17.49 $15.76 $15.68 $15.20 $14.89 $14.37 Implied Multiple Ranges Reference Range: Enterprise Value / EBITDA Multiples Implied Range: Adjusted Enterprise Value / EBITDAP Multiples Source: Company management projections, Hardinge Supplemental Slide Investor Presentations Note: Market data as of 09-Feb-18. Enterprise value based on diluted share count as of 31-Jan-18 per Company management guidance; includes basic shares outstanding, options, restricted shares, director units and performance shares. Equal weight not given to each financial analysis. 1. Includes estimated present value of $3.5 million of NOLs ($0.26 per share), per Company management guidance; NOL utilization not limited. Assumes WACC of 14.0% to 16.0% and perpetuity growth rate of 2.0% to 4.0%. PROJECT HEDWIG 9 LTM 30-Sep-17 Adj. EBITDAP ($25.0mm) 7.3x - 9.1x 8.7x - 10.4x 7.8x - 9.6x 8.0x - 10.1x 2017E Adj. EBITDAP ($26.1mm) 7.3x - 9.1x 8.6x - 10.4x 7.7x - 9.5x 7.7x - 9.7x Premium / (Discount) to Offer Price (19.5%) - (0.8%) (22.3%) - (4.5%) (5.5%) - 13.2% (8.9%) - 8.9% (14.8%) - 3.9% (17.8%) - 0.0% (15.3%) - 5.5% LTM 30-Sep-17 Adj. EBITDA ($22.1mm) 6.5x - 8.5x 8.0x - 10.0x 7.0x - 9.0x 7.3x - 9.6x 2017E Adj. EBITDA ($23.2mm) 6.5x - 8.5x 8.0x - 10.0x 7.0x - 9.0x 7.0x - 9.2x $20.15 $18.50 $17.68 $16.85 Trading Multiples of Guideline Public Companies Precedent Selected Transactions Discounted 5-Y5-eYaeraHr iHstiostroicraicl al CuCrurerrnetnt 2017E Adj. EBITDA LTM 30-Sep-17 Adj.

FINANCIAL ANALYSIS Guideline Public Companies ($ millions) LTM Financials LTM Margins '16-'18 CAGR LTM FCF Conversion Company Revenue EBITDA EBITDAP EBIT Debt Cash EBITDA EBIT Revenue EBITDA Guideline Public Companies Allied Motion Technologies Inc. CECO Environmental Corp. Commercial Vehicle Group The Eastern Company (1) Hurco Companies, Inc. Key Technology, Inc.(2) Park-Ohio Holdings Corp. Preformed Line Products Company Shiloh Industries, Inc. $242 $371 $717 $184 $244 $140 $1,354 $368 $1,042 $28 $46 $48 $19 $25 $11 $115 $38 $76 $28 $46 $48 $20 $25 $11 $111 $38 $77 $18 $25 $33 $15 $21 $7 $80 $25 $29 $63 $122 $168 $36 $2 $5 $519 $35 $183 $18 $25 $50 $22 $66 $9 $81 $39 $9 12% 12% 7% 10% 10% 8% 8% 10% 7% 8% 7% 5% 8% 9% 5% 6% 7% 3% 3% (10%) 15% NA NA 13% 9% NA (4%) 12% (18%) 39% NA NA NA 15% NA 9% 80% 98% 70% 87% 91% 81% 76% 71% 36% Share Price As of 9-Feb-18 Enterprise Value / Equity Value Enterprise Value EBITDA EBITDAP Company LTM 2017E LTM 2017E Guideline Public Companies Allied Motion Technologies Inc. CECO Environmental Corp. Commercial Vehicle Group The Eastern Company (1) Hurco Companies, Inc. Key Technology, Inc.(2) Park-Ohio Holdings Corp. Preformed Line Products Company Shiloh Industries, Inc. $30.22 $4.23 $10.57 $24.60 $41.40 $17.76 $40.20 $63.51 $7.42 $294 $151 $334 $155 $283 $122 $524 $338 $177 $339 $249 $452 $169 $218 $117 $973 $334 $351 11.9x 5.4x 9.4x 8.9x 8.7x 10.5x 8.5x 8.8x 4.6x 12.0x 7.0x 8.6x NA NA NA 8.1x NA 4.6x 12.0x 5.6x 9.8x 9.5x 8.7x 10.5x 8.4x 8.9x 4.8x 12.0x 7.3x 8.9x NA NA NA 8.0x NA 4.7x Source: Capital IQ, company filings, company websites, wall street estimates Note: Market data as of 09-Feb-18. No guideline public company is directly comparable to the Company. FCF Conversion calculated as (EBITDA – Capex) / EBITDA; EBITDAP is EBITDA + Pension Expense. PROJECT HEDWIG 10 1. 2. 3. Multiples not pro-forma for April 2017 acquisition (target EBITDA unavailable). Key Technology Inc. was acquired by Duravant LLC on 25-Jan-18. Therefore market data as of 24-Jan-18 (pre-acquisition announcement). 2017 figures are 2017 actuals, per Company management; 2018E projections per Company management model. Trading Metrics Operating Metrics Hardinge (3) $17.25 $227 $195 8.8x 8.4x 9.7x 9.2x Mean: 8.5x 8.0x 8.7x 8.2x Median: 8.8x 8.1x 8.9x 8.0x Hardinge (3) $315 $22 $25 $13 $0 $32 7% 4% 6% 32% 88% Mean: 9% 6% 4% 11% 77% Median: 10% 7% 6% 12% 80%

FINANCIAL ANALYSIS Precedent Transactions Ann. EV EV / EBITDA Date Target Acquirer Target Description ($ mm) EBITDA Margin Jan-18 Designer and manufacturer of digital sorting, inspection, conveying, and processing equipment $175 15.7x 8.0% Aug-17 Leading manufacturer of specialized commercial vehicles including truck bodies and specialty vehicles $342 13.3x 8.5% Aug-17 Global lighting, electronics, and full-service solutions provider to the transportation industry C$129 8.6x 11.9% Jul-17 NN's PBC business manufactures and sells precision ball bearings, rollers, and stamped metals $375 9.2x 15.6% (PBC Division) Jun-17 Leading manufacturer of water systems and industrial gas cylinders $283 7.4x 15.5% May-17 Leading U.S. based manufacturer of dump truck bodies and trailers $270 7.2x n.a. Sep-16 Leading supplier of components to the North American and European commercial vehicle industries $430 5.8x 11.5% Apr-16 Manufacturer of power electronics, motion control, power protection, electromagnetic equipment, and custom gears and gearboxes $168 6.7x 12.3% Dec-15 Global manufacturer and marketer of replacement parts, equipment, and accessories $850 8.1x 12.3% Aug-15 Global manufacturer of hermetically sealed compressors for residential and commercial HVAC applications $123 5.6x 3.2% Jul-15 Leading manufacturer of digital power and motion control solutions for material handling, elevator, and mining applications $189 11.2x 14.9% Dec-13 Manufacturer of electrical and electronic wire and cable products $774 8.2x 10.2% Sep-13 Leading manufacturer of industrial waterjet machines for cutting and cleaning applications $201 11.3x 7.1% Mar-12 Leading manufacturer of liquid-transportation systems and engineered products $360 6.8x 15.4% Source: Company filings, press releases PROJECT HEDWIG 11 High 15.7x 15.6% Mean 8.9x 11.3% Median 8.2x 11.9% Low 5.6x 3.2%

FINANCIAL ANALYSIS Discounted Cash Flow Summary ($ millions, except per share amounts) PROJECTED FREE CASH FLOWS IMPLIED VALUE Fiscal Year Ending December 31, Perpetuity Growth 2.0% 4.0% $169 111 87 3 45 (40) $241 115 134 3 45 (40) Terminal Value PV of Cash Flows(3) PV of Terminal Value(4) PV of NOLs(5) Plus: Net Cash(6) Less: Pension Liability(7) Less: Unlevered Cash Taxes Implied Equity Value $206 $257 F.D. Shares Outstanding(8) 13.143 13.192 Implied Terminal Multiple TV % of Total 5.2x 43% 7.4x 53% SENSITIVITY ANALYSIS Equity Value Equity Value per Share Implied Terminal Multiple Perpetuity Growth Perpetuity Growth Perpetuity Growth 2.0% 3.0% 4.0% 2.0% 3.0% 4.0% 2.0% 3.0% 4.0% 14.0% 15.0% 16.0% 14.0% 15.0% 16.0% 14.0% 15.0% 16.0% Source: Hardinge Management, Hardinge public filings Note: Value as of 31-Dec-17; excludes impact of synergies. 1. Normalized capital expenditures equal to 85.0% of depreciation based on 2.25% inflation and 15-year depreciation period. 2. Calculated by multiplying 18.5% marginal tax rate by EBITP after adding back items which are not tax deductible such as non-deductible amortization; assumes 18.5% estimated tax rate based on jurisdictional review of taxes by Company management. 3. PV of cash flows assumes mid-year discounting convention. 4. PV of terminal value discounted from 31-Dec-22, assuming mid-year discounting convention. 5. Includes estimated present value of $3.5 million of NOLs ($0.26 per share), per Company management, assuming 18.0% discount rate; NOL utilization not limited. 6. Net cash as of 31-Dec-17, per Hardinge Management model. 7. Calculated as total estimated unfunded pension liability as of 31-Dec-17 (per Hardinge management); assumes 18.5% tax rate based on jurisdictional review of taxes by Company management. 8. Diluted share count in millions as of 31-Jan-18 per Company management guidance; includes basic shares outstanding, options, restricted shares, director units, and performance shares. PROJECT HEDWIG 12 WACC WACC WACC 6.0x 6.7x 7.4x 5.6x 6.1x 6.7x 5.2x 5.7x 6.2x $17.69 $18.52 $19.51 $16.61 $17.29 $18.09 $15.68 $16.24 $16.90 $233 $244 $257 $219 $228 $238 $206 $214 $222 Implied Value per Share $15.68 $19.51 2017E 2018P 2019P 2020P 2021P 2022P Terminal(1) Net Sales $318 % growth 9% EBITDAP $26 % margin 8% EBITP $17 (2) (3) $326 $327 $329 $331 $332 $332 2% 0% 0% 1% 0% --$30 $32 $34 $34 $35 $35 9% 10% 10% 10% 10% 10% $21 $22 $24 $23 $24 $31 (4) (4) (4) (4) (4) (6) Tax-Effected EBITP $14 $17 $18 $19 $19 $19 $25 Plus: Depreciation & Amortization 9 Less: Capital Expenditures (3) Less: Increase in Net Working Capital 8 Plus: Tax-effected Proceeds from Sale of Assets --10 10 10 10 11 4 (5) (5) (5) (5) (5) (5) (3) (0) 1 0 1 (1) 8 16 --15 ---- Unlevered Free Cash Flow $27 $27 $39 $25 $40 $26 $23 % growth 9% (1%) 44% (34%) 56% (34%) --Low High Cost of Capital 16.0% 14.0%

APPENDIX Appendix Section 1 Situation Overview Section 2 Appendix Financial Analysis PROJECT HEDWIG 13

APPENDIX Hardinge Analysis at Various Prices Hardinge 09-Feb-18 Close Metric Illustrative Offer Price Per Share ($ millions, except for $ per share values) Source: Company management, Hardinge filings, FactSet, public Hardinge Investor Presentations per Hardinge website PROJECT HEDWIG 5. $22.1 million LTM Adj. EBITDA per Hardinge Q3 2017 Financial Results Supplemental Slides dated 09-Nov-17. 14 Note: Share price as of 09-Feb-18. 1. Price before Privet’s 13D amendment describing interest in a transaction. 2. Diluted share count in millions as of 31-Jan-18 per management guidance; includes basic shares outstanding, options, restricted shares, director units, and performance shares. 3. Estimate as of 31-Dec-17, per Company management.. 4. Calculated as total estimated unfunded pension liability of $49mm as of 31-Dec-17 (per Company management guidance); assumes 18.5% estimated tax rate based on jurisdictional review of taxes by Company management; $8mm of unfunded pension liability ($6mm on a tax-effected basis) attributable to Swiss pension account. IMPLIED PREMIUM (DISCOUNT): Unaffected Share Price (01-Nov-17)(1)$16.50 09-Feb-18 Close $17.25 52-Week High (24-Jan-18)$19.47 52-Week Low (05-May-17) $9.97 30-Trading Day VWAP $18.20 90-Trading Day VWAP $17.16 180-Trading Day VWAP $15.56 1-Year VWAP $14.29 3-Year VWAP $12.09 5-Year VWAP $12.59 Fully Diluted Shares (mm)(2) $17.25 $17.00 $17.25 $17.50 $17.75 $18.00 $18.25 $18.50 $18.75 $19.00 4.5% --(11.4%) 73.0% (5.2%) 0.5% 10.9% 20.7% 42.6% 37.1% 13.166 3.0% 4.5% 6.1% 7.6% 9.1% 10.6% (1.4%) --1.4% 2.9% 4.3% 5.8% (12.7%) (11.4%) (10.1%) (8.8%) (7.6%) (6.3%) 70.5% 73.0% 75.5% 78.0% 80.5% 83.0% (6.6%) (5.2%) (3.8%) (2.5%) (1.1%) 0.3% (1.0%) 0.5% 2.0% 3.4% 4.9% 6.3% 9.3% 10.9% 12.5% 14.1% 15.7% 17.3% 18.9% 20.7% 22.4% 24.2% 25.9% 27.7% 40.6% 42.6% 44.7% 46.8% 48.8% 50.9% 35.1% 37.1% 39.1% 41.0% 43.0% 45.0% 13.162 13.166 13.169 13.172 13.175 13.178 12.1% 7.2% (5.0%) 85.6% 1.7% 7.8% 18.9% 29.4% 53.0% 47.0% 13.181 13.6% 15.2% 8.7% 10.1% (3.7%) (2.4%) 88.1% 90.6% 3.0% 4.4% 9.2% 10.7% 20.5% 22.1% 31.2% 32.9% 55.0% 57.1% 49.0% 51.0% 13.184 13.186 Equity Value $227 $224 $227 $230 $234 $237 $240 $244 $247 $251 Less: Cash and Cash Equivalents(3) Plus: Debt(3) (45) --(45) (45) (45) (45) (45) (45) ---- ---- ---- (45) --(45) (45) ---- Total Enterprise Value $182 $179 $182 $185 $189 $192 $196 $199 $202 $206 Plus: Unfunded Pension Liability(4) $40 $40 $40 $40 $40 $40 $40 $40 $40 $40 Total Adj. Enterprise Value with Pension Liability $222 $218 $222 $225 $228 $232 $235 $238 $242 $245 VALUATION MULTIPLES (MANAGEMENT PROJECTIONS): EV / LTM 30-Sep-17 Adj. EBITDA(5)$22.1 EV / 2017E Adj. EBITDA $23.2 EV / 2018P Adj. EBITDA $27.4 Adj. EV with Pension Liab. / LTM 30-Sep-17 Adj. EBITDAP $25.0 Adj. EV with Pension Liab. / 2017E Adj. EBITDAP $26.1 Adj. EV with Pension Liab. / 2018P Adj. EBITDAP $30.3 8.2x 7.9x 6.6x 8.9x 8.5x 7.3x 8.1x 8.2x 8.4x 8.5x 8.7x 8.8x 7.7x 7.9x 8.0x 8.2x 8.3x 8.4x 6.5x 6.6x 6.8x 6.9x 7.0x 7.1x 8.7x 8.9x 9.0x 9.1x 9.3x 9.4x 8.4x 8.5x 8.6x 8.8x 8.9x 9.0x 7.2x 7.3x 7.4x 7.5x 7.6x 7.7x 9.0x 8.6x 7.2x 9.6x 9.1x 7.9x 9.2x 9.3x 8.7x 8.9x 7.4x 7.5x 9.7x 9.8x 9.3x 9.4x 8.0x 8.1x

APPENDIX Industry Trading Over Time Hardinge, Hurco, and Guideline Public Companies 5-YEAR INDEXED STOCK PRICE PERFORMANCE $25.00 $23.00 $21.00 $19.00 $17.00 $15.00 $13.00 $11.00 $9.00 $7.00 $5.00 $19.78 $17.25 $15.97 $14.37 Feb-13 Feb-14 Hardinge Feb-15 Feb-16 Guideline Public Companies Feb-17 S&P Industrials Feb-18 Hurco 5-YEAR EV / LTM ADJUSTED EBITDA 16.0x 14.0x 12.0x 10.0x 8.8x 8.7x 8.5x 8.0x 6.0x 4.0x 2.0x Feb-13 Feb-14 Feb-15 Feb-16 Feb-17 Guideline Public Companies Feb-18 Hardinge Hurco Source: SEC filings, Company website, Capital IQ Note: Market data as of 09-Feb-18. No guideline public company is directly comparable to Hardinge. Key Technology Inc. market data as of 24-Jan-18 (pre-acquisition announcement). Guideline Public Companies: Allied Motion Technologies Inc. (AMOT), CECO Environmental Corp. (CECE), Commercial Vehicle Group, Inc. (CVGI), The Eastern Company (EML), Key Technology Inc. (KTEC), Park-Ohio Holdings Corp. (PKOH), Preformed Line Products Company (PLPC), Shiloh Industries, Inc. (SHLO). PROJECT HEDWIG 15 Average Hardinge Hurco GPC 1 mo. 9.9x 10.1x 9.3x 3 mo. 9.4x 10.7x 9.3x 6 mo. 9.8x 10.4x 9.1x 1 yr. 9.6x 9.1x 9.0x 3 yr. 8.5x 6.8x 8.1x 5 yr. 7.5x 7.1x 8.2x Return % Hardinge Hurco GPC S&P Industrials 6 mo. 21.4% 20.5% 11.0% 6.1% 1 yr. 73.5% 34.9% 7.0% 12.2% 3 yr. 49.7% 12.3% 3.2% 27.2% 5 yr. 52.3% 40.9% 26.8% 74.6% Offer Price: $18.50

APPENDIX Long Term Industry Trading Over Time Hardinge, Hurco, and Guideline Public Companies 20-YEAR INDEXED STOCK PRICE PERFORMANCE $220 $200 $180 $160 $140 $120 $100 $80 $60 $40 $20 $0 $133.07 $63.89 $44.00 $17.25 Feb-98 Feb-00 Feb-02 Feb-04 Feb-06 Feb-08 Feb-10 Feb-12 S&P Industrials Feb-14 Feb-16 Feb-18 Hardinge Hurco Guideline Public Companies 20-YEAR EV / LTM ADJUSTED EBITDA 15.0x 12.5x 10.0x 8.8x 8.7x 8.5x 7.5x 5.0x 2.5x 0.0x Feb-98 Feb-00 Feb-02 Feb-04 Feb-06 Feb-08 Feb-10 Feb-12 Feb-14 Feb-16 Feb-18 Hardinge Hurco Guideline Public Companies Source: Capital IQ Note: Market data as of 09-Feb-18. No guideline public company is directly comparable to Hardinge. Key Technology Inc. market data as of 24-Jan-18 (pre-acquisition announcement). Guideline Public Companies: Allied Motion Technologies Inc. (AMOT), CECO Environmental Corp. (CECE), Commercial Vehicle Group, Inc. (CVGI), The Eastern Company (EML), Key Technology Inc. (KTEC), Park-Ohio Holdings Corp. (PKOH), Preformed Line Products Company (PLPC), Shiloh Industries, Inc. (SHLO). PROJECT HEDWIG 16 Hardinge 20-year Median: 7.0x Average Hardinge Hurco GPC 1 yr. 9.6x 9.1x 9.0x 3 yr. 8.5x 6.8x 8.1x 5 yr. 7.5x 7.1x 8.2x 10 yr. 8.7x 7.3x 7.7x 20 yr. 7.9x 7.4x 7.5x Return % Hardinge Hurco GPC S&P Industrials 1 yr. 73.5% 34.9% 7.0% 12.2% 3 yr. 49.7% 12.3% 3.2% 27.2% 5 yr. 52.3% 40.9% 26.8% 74.6% 10 yr. 11.1% 16.1% 24.6% 87.1% 20 yr. (23.3%) 491.4% 95.6% 184.0% Offer Price: $18.50

APPENDIX Pension Adjusted EV / LTM EBITDAP Over Time Hardinge, Hurco, and Guideline Public Companies 14.0x 12.0x 10.0x 9.3x 8.8x 8.7x 8.0x 6.0x 4.0x 2.0x --Feb-13 Aug-13 Feb-14 Aug-14 Feb-15 Aug-15 Feb-16 Aug-16 Feb-17 Aug-17 Feb-18 Hardinge Hurco Guideline Public Companies Source: SEC filings, Company website, Capital IQ Note: Figures are not adjusted for new U.S. federal tax rate. No guideline public company is directly comparable to Hardinge. Note: Market data as of 09-Feb-18. Key Technology market Inc. data as of 24-Jan-18 (pre-acquisition announcement). Guideline Public Companies: Allied Motion Technologies Inc. (AMOT), CECO Environmental Corp. (CECE), Commercial Vehicle Group, Inc. (CVGI), The Eastern Company (EML), Key Technology Inc. (KTEC), Park-Ohio Holdings Corp. (PKOH), Preformed Line Products Company (PLPC), Shiloh Industries, Inc. (SHLO). PROJECT HEDWIG 17

APPENDIX Illustrative Cost of Capital Analysis GUIDELINE PUBLIC COMPANY BETA ANALYSIS ILLUSTRATIVE COST OF CAPITAL ($ millions) Total Equity Barra Debt Selected Betas ȕu = 0.95 ȕu = 1.09 ȕu = 1.23 Company Barra Beta Debt(1) Value(2) Ratio Tax Rate(3) Beta(4) Levered Unlevered Cost of Debt (5) 2.83% 4.17% --7.00% 18.5% 2.83% 4.17% --7.00% 18.5% 2.83% 4.17% --7.00% 18.5% Nominal Risk Free Rate Borrowing Spread Park-Ohio Holdings Corp. Preformed Line Products Company Commercial Vehicle Group Allied Motion Technologies Inc. Hurco Shiloh Industries, Inc. The Eastern Company CECO Environmental Corp. Key Technology, Inc. 1.54 1.36 1.47 1.26 1.54 1.93 1.45 1.33 0.90 $519 35 168 63 2 183 36 122 5 $524 338 334 294 283 177 155 151 122 49.8% 9.3% 33.4% 17.5% 0.5% 50.9% 18.7% 44.7% 3.6% 22.3% 21.9% 24.3% 25.6% 21.0% 23.3% 22.2% 24.4% 22.4% 0.87 1.26 1.06 1.09 1.54 1.07 1.23 0.83 0.87 Country Risk Premium(6) Pre-tax Cost of Debt Tax Rate(7) Cost of Equity (5) 2.83% 6.94% --5.59% 0.95 25.0% 1.21 2.83% 6.94% --5.59% 1.09 25.0% 1.39 2.83% 6.94% --5.59% 1.23 25.0% 1.56 Nominal Risk Free Rate Equity Risk Premium(8) Country Risk Premium(6) Size Premium(8) Selected Unlevered Beta Optimal Debt in Capital Structure Levered Beta Mean 1.42 $126 $264 25.4% 1.09 Source: Public filings, FactSet, Bloomberg, Barra Predicted Betas 6. Geographic revenue and asset distribution in line with that of trading comp set; volatility associated with geographic exposure taken into account by peer set betas. Per Company Management, based on jurisdictional review. Based on Duff & Phelps Valuation Handbook - Guide to Cost of Capital. Cost RI HTXLW\ ULVN IUHH UDWH + ȕ [ PDUNHW ULVN SUHPLXP + VL]H SUHPLXP + FRXQWU\ ULVN premium. WACC = debt/(debt + equity) x ((1 - tax rate) x cost of debt) + equity/(debt + equity) x cost of equity. 1. 2. Total Debt at face value. Equity value as of 09-Feb-18. Key Technology equity value as of 24-Jan-18, the day prior to the announcement of Duravant LLC’s acquisition of Key Technology. Represents estimated blended federal and state tax rate; referenced from most recent 10-K. ȕ8 ȕ/ I (1 + (1 - tax rate) x Debt/Equity). Yield on 10-year U.S. Government bond as of 09-Feb-18. 7. 8. 9. 10. 3. 4. 5. PROJECT HEDWIG 18 Implied WACC(10) 14.1% 15.0% 15.9% Cost of Equity(9) 16.8% 18.0% 19.2% Selected Beta - Low 0.95 Selected Beta - High 1.23 After-Tax Cost of Debt 5.7% 5.7% 5.7%

APPENDIX NOL Value Analysis ASSUMPTIONS PROJECTED NOL TAX SHIELD ($ millions) Usable NOLs include: „ U.S. Federal balance of $27.0 million „ Taiwan balance of $3.6 million „ Hardinge Germany balance of $8.4 million „ Forkardt Germany balance of $9.3 million „ U.S. state balance of $22.7 million Annual usage per Company management guidance NOL utilization not limited Tax rates based on jurisdiction tax rates Discount rate of 18.0%(1) z 2018P 2019P 2020P 2021P 2022P 2023P-2039P Beginning Balance (Used) $27.0 --$27.0 (1.0) $26.0 (2.0) $24.0 (2.0) $22.0 (2.0) $20.0 (20.0) Ending Balance Net Cash Savings from U.S. Federal NOLs at 21% Tax Rate $27.0 --$26.0 $0.2 $24.0 $0.4 $22.0 $0.4 $20.0 $0.4 --$4.2 Taiwan NOLs Beginning Balance (Used) $3.6 (0.7) $2.9 (0.7) $2.2 (0.7) $1.4 (0.7) $0.7 (0.7) ---- Ending Balance Net Cash Savings from Taiwan NOLs at 17% Tax Rate $2.9 $0.1 $2.2 $0.1 $1.4 $0.1 $0.7 $0.1 --$0.1 ---- Hardinge Germany NOLs Beginning Balance (Used) $8.4 --$8.4 --$8.4 (0.4) $8.0 (0.4) $7.5 (0.4) $7.1 (7.1) z Ending Balance Net Cash Savings from Hardinge Germany NOLs at 31% Tax Rate $8.4 --$8.4 --$8.0 $0.1 $7.5 $0.1 $7.1 $0.1 --$2.2 z z Forkardt Germany NOLs Beginning Balance (Used) $9.3 --$9.3 --$9.3 (0.5) $8.8 (0.5) $8.3 (0.5) $7.9 (7.9) z Ending Balance Net Cash Savings from Forkardt Germany NOLs at 30% Tax Rate $9.3 --$9.3 --$8.8 $0.1 $8.3 $0.1 $7.9 $0.1 --$2.4 Beginning Balance (Used) $22.7 --$22.7 (0.8) $21.9 (1.7) $20.2 (1.7) $18.5 (1.7) $16.8 (16.8) Ending Balance Net Cash Savings from U.S. State NOLs at 6% Tax Rate $22.7 --$21.9 $0.1 $20.2 $0.1 $18.5 $0.1 $16.8 $0.1 --$1.0 Total Net Cash Savings $0.1 $0.4 $0.9 $0.9 $0.9 $9.8 Present Value of NOLs $0.1 $0.3 $0.6 $0.5 $0.4 $1.6 Source: Hardinge management 1. Illustrative cost of equity. 2. Diluted share count in millions as of 31-Jan-18, per Company management guidance; includes basic shares outstanding, vested options, restricted shares, and performance shares. PROJECT HEDWIG 19 Present Value of NOL $3.5 Fully Diluted Shares(2)13.166 NOL Value / Share $0.26 U.S. State NOLs U.S. Federal NOLs