SC 13D

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

0

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

0

0001193125-20-299540.txt : 20201123 0001193125-20-299540.hdr.sgml : 20201123 20201120173158 ACCESSION NUMBER: 0001193125-20-299540 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20201123 DATE AS OF CHANGE: 20201120 GROUP MEMBERS: ABIGAIL II LLC GROUP MEMBERS: BEATRICE B. TAPLIN GROUP MEMBERS: BRITTON T. TAPLIN GROUP MEMBERS: FRANK F. TAPLIN GROUP MEMBERS: MARITAL TRUST CREATED BY THE AGREEMENT, DATED JANUARY 21, 1966, AS SUPPLEMENTED, AMENDED & RESTATED, BETWEEN PNC BANK & BEATRICE TAPLIN, AS TRUSTE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NACCO INDUSTRIES INC CENTRAL INDEX KEY: 0000789933 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD APPLIANCES [3630] IRS NUMBER: 341505819 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-38001 FILM NUMBER: 201333581 BUSINESS ADDRESS: STREET 1: 5875 LANDERBROOK DR STREET 2: SUITE 220 CITY: CLEVELAND STATE: OH ZIP: 44124-4069 BUSINESS PHONE: 4402295123 MAIL ADDRESS: STREET 1: 5875 LANDERBROOK DR CITY: CLEVELAND STATE: OH ZIP: 44124 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Abigail II, LLC CENTRAL INDEX KEY: 0001833144 IRS NUMBER: 822812443 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 5910 S UNIVERSITY BLVD. STREET 2: SUITE C-18 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80121 BUSINESS PHONE: 3038982831 MAIL ADDRESS: STREET 1: 5910 S UNIVERSITY BLVD. STREET 2: SUITE C-18 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80121 SC 13D 1 d205576dsc13d.htm SC 13D SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )

NACCO Industries, Inc.

(Name of Issuer)

Class A Common Stock, par value $1.00 per share

(Title of Class of Securities)

629579103

(CUSIP Number)

Britton T. Taplin

5910 South University Boulevard

Unit C-18

Greenwood Village, Colorado 80121-2879

(303) 892-9400

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

November 11, 2020

(Date of Event Which Requires Filing of This Statement)

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

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

(continued on following pages)


1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Abigail II LLC 82-2812443
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS* OO – See Item 3
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION USA


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


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


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


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

Part II to Schedule D

Item 1. Security and Issuer.

The title and Class of equity securities to which this Schedule 13D relates is Class A common stock, par value $1.00 per share (“Class A Common”), of NACCO Industries, Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is 5875 Landerbrook Drive, Cleveland, Ohio 44124.

Item 2. Identity and Background.

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

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

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

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

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

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

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

Frank F. Taplin. Mr. Frank Taplin’s resident address is 1508 Rising Glen Road, Los Angeles, California 90069. He is self-employed.

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

The Class A Common held by the Reporting Persons was primarily acquired when the Issuer was reorganized in 1986, or subsequently as recipients of gifts or bequests of Class A Common, as successor trustees for trusts holding Class A Common. Additional shares of Class A Common were acquired over time on the open market.

The Members transferred shares of Class A Common to Abigail II on September 18, 2017, as capital contributions, pursuant to the Abigail II Operating Agreement, in connection with the formation of Abigail II. Immediately following such initial capital contributions, the Reporting Persons held the following ownership interests in Abigail II: Beatrice B. Taplin (98.71%); Theodore D. Taplin (0.43%); Britton T. Taplin (0.43%); and Frank F. Taplin (0.43%).

On November 11, 2020, Beatrice B. Taplin sold 88.67% of her ownership interest in Abigail II, in equal amounts, to Britton T. Taplin and Frank F. Taplin (the “Beatrice Taplin Sale”), pursuant to a purchase agreement, dated November 11, 2020 (the “BT Purchase Agreement”), by and among Thomas E. Taplin Marital Trust, Britton T. Taplin Revocable Trust and The Sandy Trust u/a dated 07/24/1998 (f/b/o Frank F. Taplin), filed as Exhibit 5 hereto. Pursuant to the BT Purchase Agreement and as consideration for the Beatrice Taplin Sale, Britton T. Taplin and Frank F. Taplin have each executed a promissory note in favor of the Thomas E. Taplin Marital Trust for the principal amount of $6,822,339.08, providing for annual interest payments and a maturity date of November 11, 2025.

On November 11, 2020, the Theodore D. Taplin Revocable Trust sold 100% of its ownership interest in Abigail II, in equal amounts, to Britton T. Taplin and Frank F. Taplin (the “Theodore Taplin Sale”), pursuant to a purchase agreement, dated November 11, 2020 (the “TDT Purchase Agreement”), by and among Theodore D. Taplin Revocable Trust, Britton T. Taplin Revocable Trust and The Sandy Trust u/a dated 07/24/1998 (f/b/o Frank F. Taplin), filed as Exhibit 4 hereto. Pursuant to the TDT Purchase Agreement, the Theodore D. Taplin Revocable Trust received a payment of cash in consideration of its ownership interest in Abigail II.

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

Item 4. Purpose of Transaction.

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

Item 5. Interest in Securities of the Issuer.

(a)—(b) Although each Reporting Person disclaims beneficial ownership of any shares of Class A Common beneficially owned by each other Reporting Person, pursuant to the Act and regulations thereunder the Reporting Persons may be deemed as a group to have acquired beneficial ownership of 349,100 shares of Class A Common, the aggregate number of shares of Class A Common which are subject to the terms of the Abigail II Operating Agreement, representing 6.37% of the outstanding Class A Common as of November 11, 2020.

Abigail II LLC. Abigail II is made up of the individuals and entities holding ownership interests in Abigail II. Abigail II may be deemed to be a “group” as defined under the Act and therefore may be deemed as a group to beneficially own 349,100 shares of Class A Common held by Abigail II. Although Abigail II holds the 349,100 shares of Class A Common, it does not have any power to vote or dispose of such shares of Class A Common. Beatrice, B. Taplin, Britton T. Taplin and Frank F. Taplin (the “Taplin Family”), as Members, are deemed to share the power to vote and dispose of such shares of Class A Common. Collectively, the 349,100 shares of Class A Common beneficially owned by Abigail II constitute approximately 6.37% of the Class A Common outstanding as of November 11, 2020.

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

Beatrice B. Taplin. Ms. Taplin has the sole power to vote and dispose of 39,654 shares of Class A Common. Ms. Taplin is deemed to share with National City Bank the power to vote and dispose of 50,118 shares of Class A Common, held in trust for her grandkids, for which she is a co-trustee and is deemed to share with the Taplin Family the power to vote and dispose of 349,100 shares of Class A Common held in a trust for Abigail II. Collectively, the 438,872 shares of Class A Common beneficially owned by Ms. Taplin constitute approximately 8.01% of the Class A Common outstanding as of November 11, 2020.

Britton T. Taplin. Mr. Britton Taplin has the sole power to vote and dispose of 47,540 shares of Class A Common. Mr. Britton Taplin is deemed to share with his spouse (DiAhn E. Taplin) the power to vote and dispose of 5,755 shares of Class A Common and is deemed to share with the Taplin Family the power to vote and dispose of 56,120 shares of Class A Common held in trust for Abigail, LLC for which Mr. Taplin is a co-trustee with the Taplin Family and is deemed to share with the Taplin Family the power to vote and dispose of 349,100 shares of Class A Common held in a trust for Abigail II. Collectively, the 458,515 shares of Class A Common beneficially owned by Mr. Britton Taplin constitute approximately 8.37% of the Class A Common outstanding as of November 11, 2020.

Frank F. Taplin. Mr. Frank Taplin has the sole power to vote and dispose of 41,264 shares of Class A Common. Mr. Frank Taplin is deemed to share with the Taplin Family the power to vote and dispose of 56,120 shares of Class A Common held in trust for Abigail, LLC for which Mr. Taplin is a co-trustee with the Taplin Family and is deemed to share with the Taplin Family the power to vote and dispose of 349,100 shares of Class A Common held in a trust for Abigail II. Collectively, the 446,484 shares of Class A Common beneficially owned by Mr. Frank Taplin constitute approximately 8.15% of the Class A Common outstanding as of November 11, 2020.

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

Abigail II LLC

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

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

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

Stockholders’ Agreement

The Amended and Restated Stockholders’ Agreement, dated as of September 28, 2012, among the signatories thereto and the Issuer (the “Stockholders’ Agreement”), filed as Exhibit 2 hereto and incorporated herein by reference, requires a signatory to offer the shares of Class B common stock of the Issuer, par value $1.00 per share (the “Class B Common”), beneficially owned by such signatory to all of the other signatories upon the occurrence of either of the following: (a) the proposed conversion of shares of Class B Common by such signatory into shares of Class A Common and (b) the proposed sale, transfer or other disposition of Class B Common by such signatory to any permitted transferee (under the terms of the Class B Common) who is not a signatory to the Stockholders’ Agreement. In either of these cases, the signatory proposing to enter into one of these transactions must notify all of the other signatories and then must allow each such other signatory the opportunity to purchase such signatory’s pro rata portion of the shares of Class B Common that are subject to the proposed transaction in accordance with the procedures described below. The Stockholders’ Agreement, however, does not restrict transfers of Class B Common among the signatories or any other permitted transferee who becomes a signatory to the Stockholders’ Agreement.

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

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

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

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

Effective February 14, 2019, each of the Issuer and the Participating Stockholders executed and delivered an Amendment to the Stockholders’ Agreement amending the Stockholders’ Agreement to add additional Participating Stockholders under the Stockholders’ Agreement. A copy of the Amendment to the Amended and Restated Stockholders’ Agreement is attached hereto as Exhibit 3 and is incorporated herein in its entirety.

BT Purchase Agreement

Pursuant to the BT Purchase Agreement, dated November 11, 2020, by and among Thomas E. Taplin Marital Trust, Britton T. Taplin Revocable Trust and The Sandy Trust u/a dated 07/24/1998 (f/b/o Frank F. Taplin), filed as Exhibit 5 hereto and incorporated herein by reference, Beatrice B. Taplin sold 88.67% of her ownership interest in Abigail II, held through Thomas E. Taplin Marital Trust, to Britton T. Taplin and Frank F. Taplin in equal amounts.

TDT Purchase Agreement

Pursuant to the TDT Purchase Agreement, dated November 11, 2020, by and among Theodore D. Taplin Revocable Trust, Britton T. Taplin Revocable Trust and The Sandy Trust u/a dated 07/24/1998 (f/b/o Frank F. Taplin), filed as Exhibit 4 hereto and incorporated herein by reference, the Theodore D. Taplin Revocable Trust sold 100% of its ownership interest in Abigail II, in equal amounts to Britton T. Taplin and Frank F. Taplin.

Item 7. Material to be Filed as Exhibits.


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

Exhibit 2		Amended and Restated Stockholders’ Agreement, dated as of September 28, 2012 by and among the Issuer and the Participating Stockholders (incorporated by reference to Exhibit 10.4 of the Issuer’s Current Report on Form 8-K, filed on October 4, 2012 (Commission File No. 001-09172))

Exhibit 3		Amendment to Amended and Restated Stockholders’ Agreement, dated as of February 14, 2019, among the Depositary, NACCO Industries, Inc., the new Participating Stockholder and the Participating Stockholders under the Amended and Restated Stockholders’ Agreement, dated as of September 29, 2017, as amended, by and among the Depository, the Corporation and the Participating Stockholders. (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K, filed by the Company on March 6, 2019, Commission File Number 001-09172)

Exhibit 4		Purchase Agreement, dated November 11, 2020, by and among Theodore D. Taplin Revocable Trust and Britton T. Taplin Revocable Trust and The Sandy Trust u/a dated 07/24/1998

Exhibit 5		Purchase Agreement, dated November 11, 2020, by and among Thomas E. Taplin Marital Trust, Britton T. Taplin Revocable Trust and The Sandy Trust u/a dated 07/24/1998

Exhibit 6		Joint Filing Agreement

Exhibit 7		Power of Attorney

[Signatures begin on the next page.]

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

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

Date: November 20, 2020


ABIGAIL II LLC

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


REPORTING PERSONS

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

EX-99.1 2 d205576dex991.htm EX-99.1 EX-99.1

Exhibit 1

OPERATING AGREEMENT

ABIGAIL II LLC

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

ARTICLE I

GENERAL

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

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

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

ARTICLE II

OFFICES

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

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

ARTICLE III

MEMBERS

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

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

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

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

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

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

3.7 Notice of Members’ Meetings; Waiver of Notice.

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

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

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

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

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

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

ARTICLE IV

FINANCIAL MATTERS

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

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

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

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

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

4.6 Regulatory and Curative Allocations.

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

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

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

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

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

ARTICLE V

DISTRIBUTIONS FROM OPERATIONS

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

5.2 Tax Distributions.

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

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

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

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

ARTICLE VI

MANAGEMENT OF COMPANY

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

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

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

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

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

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

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

6.8 Powers of the Managers.

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

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

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

ARTICLE VII

INDEMNIFICATION, TAX RETURNS AND RECORDS

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

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

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

7.4 Tax Returns and Accounting.

7.4.1 Tax Matters Member and Tax Representative.

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

b. After December 31,2017:

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

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

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

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

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

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

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

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

7.4.3 The Manager shall cause to be provided to each Member information concerning the Company’s taxable income or loss and each item of income, gain, loss, deduction or credit which is relevant to reporting a Member’s share of Company income, gain, loss, deduction or credit for purposes of federal or state income tax. Information required for the preparation of a Member’s income tax returns shall be furnished to the Members as soon as possible after the close of the Company’s fiscal year.

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

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

ARTICLE VIII

DISSOLUTION, LIQUIDATION AND TERMINATION

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE IX

RESTRICTIONS ON THE SALE OR TRANSFER OF COMPANY INTERESTS

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

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

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

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

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

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

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

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

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

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

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

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

9.5 Transfers of Ownership Interests upon Resignation of a Member.

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

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

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

9.6 Payment of Purchase Price in Event of A Member’s Resignation. Within sixty (60) days after the Company Option Period as defined in Section 9.7.3, the Members or the Company, as applicable, who agree to purchase the Ownership Interest of a Member who has resigned as a Member shall pay to such resigned Member the fair market value of such Member’s Ownership Interest (as determined in the same manner as provided by Section 9.5.2) as of the date agreed upon by a majority of the Ownership Interests.

9.7 Terms of Right of First Refusal.

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

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

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

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

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

ARTICLE X

MISCELLANEOUS

10.1 Notices. Any notice or other communication required or permitted to be given to a Member, Resigned Member of Manager under this Agreement shall be in writing and may be: (a) hand-delivered, (b) transmitted by facsimile, (c) transmitted by electronic mail, or (d) sent by United States certified or registered mail, return receipt requested, postage prepaid, or via Express Mail or any similar delivery service.

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

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

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

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

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

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

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

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

The remainder of this page is left blank by intention.

Signatures are to be provided on the following page.

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


						THOMAS E. TAPLIN MARITAL TRUST

						By:		PNC BANK, Trustee



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



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



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



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



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

Schedule of Members

upon LLC formation


Member	Initial Capital Contributions	Ownership Interest
Thomas E. Taplin Marital Trust, Beatrice B. Taplin. Trustee PNC Bank, Trustee c/o Leigh H. Carter Hawthorn / PNC Bank 3550 Lander Road Pepper Pike, OH 44124 Email: leigh.carter@hawthom.pnc.com Facsimile: (216)831-4069	344,600 shares of NACCO Class A common stock		98.71	%

Theodore D. Taplin 121 Lower Terrace San Francisco, CA 94114 Email: tdt777@comcast.net Facsimile: (415) 626-1254	1,500 shares of NACCO Class A common stock		0.43	%

Britton T. Taplin 5910 South University Boulevard Unit C-18, Box 434 Greenwood Village, CO 80121-2879 Email: buzztaplin@comcast.net Facsimile: (303)377-1728	1,500 shares of NACCO Class A common stock		0.43	%

Frank F. Taplin 1508 Rising Glen Road Los Angeles, CA 90069 Email: rranktaplin@gmail.com Facsimile: none	1,500 shares of NACCO Class A common stock		0.43	%

Schedule A

FIRST AMENDMENT TO OPERATING AGREEMENT

ABIGAIL II LLC

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

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

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

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

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

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

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

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

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

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

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

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

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

Signatures for

FIRST AMENDMENT TO OPERATING AGREEMENT

ABIGAIL II LLC

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

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

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

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

[Signatures on following page]

Signatures for

FIRST AMENDMENT TO OPERATING AGREEMENT

ABIGAIL II LLC

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


						THOMAS E. TAPLIN MARITAL TRUST

						By:		PNC BANK, Trustee



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



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



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



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



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

EX-99.4 3 d205576dex994.htm EX-99.4 EX-99.4

Exhibit 4

PURCHASE AGREEMENT

This Purchase Agreement (“Agreement”) is by and between the THEODORE D. TAPLIN REVOCABLE TRUST (“Seller” or “Trust”) and BRITTON T TAPLIN REVOCABLE TRUST, and THE SANDY TRUST u/a dated 7-24-1998 (f/b/o FRANK F. TAPLIN) (each a “Buyer” and collectively, “Buyers”).

Seller owns a 0.43% membership interest (such interest, the “LLC Interest”) in Abigail II, LLC, a Colorado limited liability company (“LLC”).

Seller desires to sell the entirety of its LLC Interest to Buyers and Buyers desire to purchase that part of the LLC Interest in equal proportions, at the current fair market value of each such separate interest, as set forth herein; and Seller wishes to fully divest itself of and retain no interest in the LLC Interest to be purchased by Buyers.

The parties hereby enter into this Agreement to set forth their mutual promises and understandings.

ARTICLE I

PURCHASE TERMS

Section 1.1 Purchase Price. Seller shall sell and Buyers shall each purchase the following percentage amounts of the LLC (collectively, the “Purchased Interests”) from the for a price equal the fair market value of such percentage amounts (the “Purchase Price”), as follows:


Buyer	Purchased Interest			Purchase Price
Britton T. Taplin Revocable Trust		0.215	%	The Purchase Price of each Purchased Interest shall be equal to 0.157% of the fair market value of the LLC’s assets as of November 11, 2020.
The Sandy Trust (f/b/o Frank F. Taplin)		0.215	%

Section 1.2 Payment. The Purchase Price shall be paid by each Buyer in cash, by wire transfer of immediately available funds, to an account designated by Seller in a separate writing.

ARTICLE II

WAIVER OF LLC SALE AND TRANSFER RESTRICTIONS

The LLC operating agreement provides in Section 9.2 that any transfer of a membership interest requires the consent of all other Members, and in Section 9.4 that a sale of an ownership interest from one LLC member to another LLC member cannot be made without first offering such interest to the non-selling members. The parties hereto and, by its consent below, the Thomas E. Taplin Marital Trust waive the provisions of Sections 9.2 and 9.4 of the LLC operating agreement as well as any other provision of the LLC operating agreement that might restrict or affect the sale and purchase under this Agreement.

ARTICLE III

TRANSFER OF LLC INTERESTS

Section 3.1 Closing. The term “closing” shall refer to both the date and time of the sale, purchase, and deliveries required to consummate the transactions contemplated by this Agreement. The closing shall occur at the time, or as soon as possible after (but as of the date that) this Agreement has been executed by all of the parties. The closing shall take place at such date, time, and place as Seller determines, with notice to the trustees of each Buyer.

Section 3.2 Assignment. At closing, an Assignment from the Seller to the Buyers shall be executed by the Seller; and a signed original of such document shall be and delivered to each Buyer.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.1 Representations and Warranties of Seller. Seller makes the following representations and warranties, to the best of Seller’s knowledge and understanding, each of which are being relied on by each Buyer.

A. Title. Seller is the sole owner of the LLC membership interests purchased pursuant to this Agreement, and all such interests have been validly issued and are fully paid and nonassessable. No other person or entity has any claim on or right to receive any of such membership interests, and Seller has the full right to convey good and unencumbered title to each Buyer.

B. No Breach of Statute or Contract. Neither the execution and delivery of this Agreement nor the carrying out of the transactions contemplated will result in any violation of or be in conflict with any contract or other instrument to which Seller is a party, or any judgment, decree, order, statute, rule or regulation applicable to Seller.

Section 4.2 Representations and Warranties of Each Buyer: Each Buyer makes the following representations and warranties, to the best of such Buyer’s knowledge and understanding, each of which are being relied on by each Seller.

A. Familiarity with LLC. Buyer is familiar with the general nature of the activities carried on by the LLC.

- 2 -

ARTICLE V

INDEMNIFICATION

Each party shall hold harmless and indemnify the others from and against any loss, liability, damage or expense suffered or incurred by others because of any misrepresentation or breach of representation, warranty, agreement or undertaking contained in this Agreement, or because of any breach of covenant committed by the party. This indemnification shall include, but not be limited to, all reasonable costs and expenses (including reasonable attorney’s fees) incurred by the others in connection with any action, suit, proceeding, claim, assessment, arbitration proceeding or judgment resulting from any such false representation or warranty or from such breach.

ARTICLE VI

GENERAL MATTERS

Section 6.1 Colorado Law. This Agreement shall be governed by and shall be construed in accordance with the laws of the State of Colorado.

Section 6.2 Binding Effect. This Agreement shall be binding upon the parties, their heirs, legal representatives, successors or assigns. The parties agree to do any and all things necessary to effectuate the purposes of this Agreement.

Section 6.3 Survival of Representations, Warranties and Agreements. All representations, warranties and agreements contained in this Agreement shall survive the closing.

Section 6.4 Amendment. This Agreement may be amended, altered or revoked at any time, in whole or in part, by filing with this Agreement a written instrument setting forth such changes, signed by all of the parties to this Agreement.

Section 6.5 Entire Agreement. This Agreement constitutes the entire Agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior or contemporaneous understandings, negotiations or discussions, whether oral or written.

Section 6.6 Counterparts. This Agreement may be executed in two or more counterparts, all of which shall together constitute one and the same instrument. Signatures transmitted by facsimile or electronic transmission shall be binding as if they were original signatures.

- 3 -

The parties hereby execute this Agreement on the date(s) set forth below, effective on the last date signed:


SELLER:

THEODORE D. TAPLIN REVOCABLE TRUST

By:	/s/ Britton T. Taplin	11-12-20
	BRITTON T. TAPLIN, Trustee	Date

BUYERS:

BRITTON T. TAPLIN REVOCABLE TRUST

By:	/s/ Britton T. Taplin	11-12-20
	BRITTON T. TAPLIN, Co-Trustee	Date

By:	PNC BANK, N.A., Co-Trustee

By	/s/ Michael A. Simmons	11-20-20
	Name: Michael A. Simmons Title: Vice President	Date

THE SANDY TRUST u/a dated 7-24-1998

By:	/s/ Frank F. Taplin	11-13-20
	FRANK F. TAPLIN, Trustee	Date

- 4 -

CONSENT

The Thomas E. Taplin Marital Trust, through its undersigned co-trustees, hereby consents to the sale and transfer of interests provided under the foregoing agreement and waives any restrictions on or requirements for such sale under Sections 9.2 or 9.4 of the Abigail II LLC Operating Agreement.


THEODORE D. TAPLIN REVOCABLE TRUST

By:	/s/ Beatrice B. Taplin		11-12-20
	BEATRICE B. TAPLIN, Co-Trustee		Date

By:	PNC BANK, N.A., Co-Trustee

	By: /s/ Michael A. Simmons		11-20-20
		Name: Michael A. Simmons Title: Vice President	Date

- 5 -

EX-99.5 4 d205576dex995.htm EX-99.5 EX-99.5

Exhibit 5

PURCHASE AGREEMENT

This Purchase Agreement (“Agreement”) is by and between the THOMAS E. TAPLIN MARITAL TRUST (“Seller” or “Trust”) and BRITTON T TAPLIN REVOCABLE TRUST, and THE SANDY TRUST u/a dated 7-24-1998 (f/b/o FRANK F. TAPLIN) (each a “Buyer” and collectively, “Buyers”).

Seller owns a 98.71% membership interest (such interest, the “LLC Interest”) in Abigail II, LLC, a Colorado limited liability company (“LLC”).

Seller desires to sell a part of its LLC Interest to Buyers and Buyers desire to purchase that part of the LLC Interest in equal proportions, at the current fair market value of each such separate interest, as set forth herein; and Seller wishes to fully divest itself of and retain no interest in the LLC Interest to be purchased by Buyers.

The governing documents of the Trust are (a) the Supplemental Trust Agreement dated January 24, 2003, as amended by (b) the Second Supplemental Trust Agreement dated September 22, 2004 (collectively, the “Trust Agreement”). Paragraph 9(a), clause (iv) of the Trust Agreement provides that the Trustees may sell any portion of the Trust property as the Trustees shall determine. Under Paragraph 9(f), clause (iv) of the Trust Agreement, the undersigned, as the individual Trustee of the Trust, has the right to direct the manner in which this sale authority is to be exercised.

The parties hereby enter into this Agreement to set forth their mutual promises and understandings.

ARTICLE I

PURCHASE AND PRICE

Section 1.1 Purchase Price. Seller shall sell and Buyers shall each purchase the following percentage amounts of the LLC (collectively, the “Purchased Interests”) from the Seller’s 98.71% membership interest in the LLC (leaving Seller with an 10.00% membership interest), for a price equal the fair market value of such percentage amounts (the “Purchase Price”), as follows:


Buyer	Purchased Interest			Purchase Price
Britton T. Taplin Revocable Trust		44.355	%	$6,822,339.00
The Sandy Trust (f/b/o Frank F. Taplin)		44.355	%	$6,822,339.00

Section 1.2 Adjustment of Purchase Price. Notwithstanding the provisions of Section 1.1, the Purchase Price with respect to each Buyer’s Purchased Interest shall be subject to the following additional conditions:

A. Appraisal Adjustment. The parties have engaged a qualified appraiser to prepare an appraisal of the Purchased Interests (the “Appraisal”) by which they may confirm the appropriateness of the Purchase Price on the effective date of this Agreement. If the fair market value of a Purchased Interest established under the Appraisal (the “Appraisal Price”) is greater or less than the Purchase Price, the difference shall be delivered as follows: (i) if the Purchase Price is less than the Appraisal Price, Buyer shall deliver to Seller an amount equal to the excess of the Appraisal Price over the Purchase Price (the “Additional Payment Amount”); or (ii) if the Purchase Price is greater than the Appraisal Price, Seller shall deliver to Buyer Transferee an amount equal to the excess of the Purchase Price over the Appraisal Price (the “Return Amount”).

B. Post-Appraisal Adjustment. If at any time any governmental agency, including the Internal Revenue Service, or a court of competent jurisdiction determines that the fair market value of a Purchased Interest, as finally determined for federal gift tax purposes as of the date of this Agreement, (the “Finally Determined Price”) is greater or less than the Appraisal Price, then the difference shall be delivered as follows: (i) if the Appraisal Price is less than the Finally Determined Price, Buyer shall deliver to Seller an amount equal to the excess of the Finally Determined Price over the Appraisal Price (the “Final Additional Payment Amount”); or if the Appraisal Price is greater than the Finally Determined Price, Seller shall deliver to Buyer an amount equal to the excess of the Appraisal Price over the Finally Determined Price (the “Final Return Amount”).

C. Effectuation of Adjustments. The delivery of an amount due under paragraph A or B or this Section 1.2 shall be effected as follows:

(i) In the event of an Additional Payment Amount or a Final Additional Payment Amount, either (a) a cash payment of the additional amount due to Seller, or (b) a modification of the Promissory Note to Seller under Article II to reflect the additional principal amount due, as elected in Seller’s sole discretion. In addition to the payment or Promissory Note modification under the immediately preceding sentence, Seller shall make a cash payment of the interest accruing on the additional amount due pursuant to the terms of the Promissory Note from the date of this Agreement to the date that the payment is made.

(ii) In the event of a Return Amount or a Final Return Amount, either (a) a cash payment of the amount to be returned to Buyer, or (b) a modification of the Promissory Note to Seller under Article II to reflect the reduced principal amount due, as elected in Buyer’s sole discretion. In addition to the payment or Promissory Note modification under the immediately preceding sentence, Seller shall make a cash repayment to Buyer of any interest previously paid by Buyer, together with interest on such repayment amount from the date of such prior interest payment(s) through the date of such repayment at the rate provided under the Promissory Note.

The parties shall take all steps required to effectuate the delivery required under this paragraph C within 30 days following notice of the Appraisal Price or the Finally Determined Price, as the case may be.

- 2 -

ARTICLE II

PAYMENT TERMS AND CONDITIONS

The Purchase Price paid by each Buyer shall be made by a promissory note for each Buyer under the terms and conditions as set forth in Exhibit A—Promissory Note. Each Buyer shall provide a security interest in the LLC interest purchased under an agreement in the form as set forth in Exhibit B—Security Agreement.

ARTICLE III

WAIVER OF LLC SALE RESTRICTION

The LLC operating agreement provides in Section 9.4 thereof that a sale of an ownership interest from one LLC member to another LLC member cannot be made without first offering such interest to the non-selling members. The parties hereto constitute all of the LLC members and they hereby waive the provisions of Section 9.4 of the LLC operating agreement as well as any other provision of the LLC operating agreement that might restrict or affect the sale and purchase under this Agreement.

ARTICLE IV

CLOSING

The term “closing” shall refer to both the date and time of the sale, purchase, and deliveries required to consummate the transactions contemplated by this Agreement. The closing shall occur at the time, or as soon as possible after (but as of the date that) this Agreement has been executed by all of the parties. The closing shall take place at such date, time, and place as the Seller’s individual co-trustee determines, with notice to the co-trustees of each Buyer.

ARTICLE V

TRANSFER OF LLC INTERESTS

At closing, an Assignment from the Seller to the Buyers, in the form set forth in Exhibit C—Assignment, shall be executed by the Seller. A copy of this Agreement, the Assignment, each promissory note, and each security agreement (each as fully executed) shall be delivered to the LLC and each co-trustee of Seller and each Buyer, and the originals shall be delivered to the bank co-trustee of the Seller.

If a Buyer is not in default in any of the payments under that Buyer’s promissory note, that Buyer shall be entitled to vote the LLC membership interests purchased hereunder and to receive any distributions payable thereon . In the event of default on the payment of principal or interest by that Buyer, Seller (or its legal representatives) may seek any remedy available under the applicable security agreement, including (but not limited to) notifying the LLC of the default and directing the LLC to make subsequent distributions to Seller up to the amount in default, and/or causing the membership interests serving as security (or the appropriate portion thereof) to be transferred to Seller on the books of the LLC to cure all or part of the default.

- 3 -

Upon payment of the last installment (or the remaining balance) of the Purchase Price by a Buyer, the original promissory note held by Seller shall be marked “PAID” and delivered to that Buyer.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

Section 6.1 Representations and Warranties of Seller. Seller makes the following representations and warranties, to the best of Seller’s knowledge and understanding, each of which are being relied on by each Buyer.

C. No Litigation or Adverse Events. There is no litigation, proceeding, arbitration or investigation pending or threatened which might result in any material adverse change in the Seller’s LLC membership interests or which questions the validity of this Agreement. Seller has no knowledge of any grounds upon which any such litigation, arbitration, proceedings or investigation could be based.

Section 6.2 Representations and Warranties of Each Buyer: Each Buyer makes the following representations and warranties, to the best of each Buyer’s knowledge and understanding, each of which are being relied on by Seller:

A. Knowledge. Buyer is familiar with the general nature of the activities carried on by the LLC.

B. No Breach of Statute or Contract. Neither the execution and delivery of this Agreement nor the carrying out of the transactions contemplated will result in any violation of or be in conflict with any contract or other instrument to which Buyer is a party, or any judgment, decree, order, statute, rule or regulation applicable to Buyer.

C. No Litigation or Adverse Events. There is no litigation, proceeding, arbitration or investigation pending or threatened which questions the validity of this Agreement or any action taken or to be taken pursuant to or in connection with the provisions of this Agreement. Buyer has no knowledge of any grounds upon which any such litigation, arbitration, proceedings or investigation could be based.

- 4 -

ARTICLE VII

NO SELLER OR LLC LIABILITIES ASSUMED

It is understood and agreed that in connection with and/or as a result of the consummation of the contemplated transactions, each Buyer takes and assumes the LLC membership interests purchased hereunder subject to no liabilities, liens, encumbrances, liabilities, or obligations of the Seller or the LLC of whatsoever kind or nature. Such nonassumption shall, among other things, be covered in the indemnification set forth below. Seller shall not indicate to anyone at any time that a Buyer’s responsibilities include any assumption of or taking the LLC membership interests subject to any of Seller’s or LLC’s liabilities or obligations.

ARTICLE VIII

EXPENSES

The parties shall pay their own expenses incident to this Agreement and the transactions contemplated, including, but not in limitation, all fees of their counsel and accountants, respectively, whether or not such transactions are consummated.

ARTICLE IX

INDEMNIFICATION

Section 9.1 Indemnification of Buyers. Seller agrees to indemnify each Buyer against, and hold Buyer harmless from, any loss, liability, damage or expense suffered or incurred by Buyer because of any misrepresentation or breach of representation, warranty, agreement or undertaking contained in this Agreement, or because of any breach of covenant. This indemnification shall include, but not be limited to, all reasonable costs and expenses (including reasonable attorney’s fees) incurred by Buyer in connection with any action, suit, proceeding, claim, assessment, arbitration proceeding or judgment resulting from any such false representation or warranty or from such breach. To the extent that any portion of the contemplated transaction is finally determined to constitute a gift for federal gift tax purposes, Seller holds Buyers harmless with regard to such gift tax liability, and shall seek no additional compensation or reimbursement for any gift tax payable by any third party.

Section 9.2 Indemnification of Seller. Each Buyer agrees to indemnify Seller against, and hold Seller harmless from, any loss, liability, damage or expense suffered or incurred by Seller because of any misrepresentation or breach of representation, warranty, agreement or undertaking contained in this Agreement, or if any document furnished pursuant to this Agreement is false, or because of any breach of covenant. This indemnification shall include, but not be limited to, all reasonable costs and expenses (including reasonable attorney’s fees) incurred by Seller in connection with any action, suit, proceeding, claim, assessment, arbitration proceeding or judgment resulting from any such false representation or warranty or from such breach.

- 5 -

ARTICLE X

GENERAL MATTERS

Section 10.1 Ohio Law. This Agreement shall be governed by and shall be construed in accordance with the laws of the State of Ohio.

Section 10.2 No Waiver. No provision of this Agreement may be waived except by an agreement in writing signed by the waiving party. A waiver of any term or provision shall not be construed as a waiver of any other term or provision.

Section 10.3 Binding Effect. This Agreement shall be binding upon the parties, their heirs, legal representatives, successors or assigns. The parties agree to do any and all things necessary to effectuate the purposes of this Agreement.

Section 10.4 Survival of Representations, Warranties and Agreements. All representations, warranties and agreements contained in this Agreement shall survive the closing.

Section 10.5 Construction. Throughout this Agreement, the singular shall include the plural; the plural shall include the singular; and the masculine and neuter shall include the feminine, wherever the context so requires.

Section 10.6 Text to Control. The headings of articles and sections are included solely for convenience of reference. If any conflict between any heading and the text of this Agreement exists, the text shall control.

Section 10.7 Severability. If any provision of this Agreement is declared by any court of competent jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining provisions. Such remaining provisions shall be fully severable, and this Agreement shall be construed and enforced as if such invalid provisions never had been inserted in this Agreement.

Section 10.8 Amendment. This Agreement may be amended, altered or revoked at any time, in whole or in part, by filing with this Agreement a written instrument setting forth such changes, signed by all of the parties to this Agreement.

Section 10.9 Entire Agreement. This Agreement constitutes the entire Agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior or contemporaneous understandings, negotiations or discussions, whether oral or written.

Section 10.10 Counterparts. This Agreement may be executed in two or more counterparts, all of which shall together constitute one and the same instrument. Signatures transmitted by facsimile or electronic transmission shall be binding as if they were original signatures.

[The remainder of this page is left blank by intention.

Signatures are to be provided on the following page or counterparts.]

- 6 -

The parties hereby execute this Agreement on the date(s) set forth below, effective on the last date signed:

SELLER:

BUYERS:


BRITTON T. TAPLIN REVOCABLE TRUST

By:	/s/ Britton T. Taplin	11-12-2020
	BRITTON T. TAPLIN, Co-Trustee	Date

By:	PNC BANK, N.A., Co-Trustee



By	/s/ Michael A. Simmons	11-20-20
	Name: Michael A. Simmons	Date
	Title: Vice President

- 7 -

CONSENT

As a non-Member of, but an economic interest owner in, Abigail II LLC, the undersigned hereby consents to the terms of the above agreement and the assignment of membership interests provided for therein.

- 8 -

EXHIBIT A - PROMISSORY NOTE

[Form of document follows this page.]

EXHIBIT B - SECURITY AGREEMENT

[Form of document follows this page.]

EXHIBIT C - ASSIGNMENT

[Form of document follows this page.]

EX-99.6 5 d205576dex996.htm EX-99.6 EX-99.6

Exhibit 6

JOINT FILING AGREEMENT

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

Date: November 20, 2020


ABIGAIL II LLC

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

REPORTING PERSONS

/s/ Britton T. Taplin

Name: Britton T. Taplin on behalf of himself and as:

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

Attorney-in-Fact for Beatrice B. Taplin

Attorney-in-Fact for Frank F. Taplin

EX-99.7 6 d205576dex997.htm EX-99.7 EX-99.7

Exhibit 7

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, each of the undersigned hereby constitutes and appoints Britton T. Taplin, Matthew J. Dilluvio, John D. Neumann, Andrew C. Thomas and Kimberly J. Pustulka, and each of them, as the true and lawful attorney-in-fact or attorneys-in-fact, with full power of substitution and resubstitution, for the undersigned and in the name, place and stead of the undersigned, in any and all capacities to execute any and all statements under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) of beneficial ownership of shares of NACCO Industries, Inc. Class A Common Stock, including all statements on Schedule 13D and all amendments thereto, all joint filing agreements pursuant to Rule 13d-l(k) under such Exchange Act in connection with such statements, all initial statements of beneficial ownership on Form 3 and any and all other documents to be filed with the Securities and Exchange Commission (the “Commission”), and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Commission.

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


/s/ Britton T. Taplin				11-18-2020
Britton T. Taplin				Date


/s/ Beatrice B. Taplin				11-18-2020
Marital Trust created by the Agreement, dated January 21, 1966, as supplemented, amended and restated, between PNC Bank and Beatrice Taplin, as Trustees, and Thomas E. Taplin, for the benefit of Beatrice B. Taplin				Date


/s/ Beatrice B. Taplin				11-18-2020
Beatrice B. Taplin				Date


/s/ Frank F. Taplin				11-18-2020
Frank F. Taplin				Date