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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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 19