SCHEDULE 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 9)

NACCO Industries, Inc.

(Name of Issuer)

Class B Common Stock, par value $1.00 per share

(Title of Class of Securities)

629579202

(CUSIP Number)

Alfred M. Rankin, Jr.

5875 Landerbrook Drive

Cleveland, Ohio 44124-4017

(216) 449-9600

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

February 2018

(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).

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This Amendment No. 9 to Schedule 13D (this “Amendment No. 9”) is hereby filed to update and supplement certain information with respect to beneficial ownership of shares of Class B Common Stock (“Class B Common”) of NACCO Industries, Inc. (the “Company”) held by Rankin Associations IV, L.P., a Delaware limited partnership (the “Partnership”), that appeared in the Schedule 13D filed by the Reporting Persons on March 8, 2005 (the “Initial Filing”), as amended by Amendment No. 1 filed on February 14, 2006, as amended by Amendment No. 2 filed on February 13, 2009, as amended by Amendment No. 3 filed on February 16, 2010, as amended by Amendment No. 4 filed on February 14, 2012, as amended by Amendment No. 5 filed on February 14, 2013, as amended by Amendment No. 6 filed on February 14, 2014, as amended by Amendment No. 7 filed on February 13, 2015 and as amended by Amendment No. 8 filed on February 14, 2017 (collectively, the “Filings”). This Amendment No. 9 reflects the beneficial ownership of shares of Class B Common by the Reporting Persons. Capitalized items used herein but not defined herein have the meanings assigned to them in the Initial Filing.

Item 2. Identity and Background.

(a)—(c) Item 2 of the Filings is hereby amended as follows:

The statements under the heading Alfred M. Rankin, Jr. are hereby deleted and replaced by the following:

Alfred M. Rankin, Jr. Mr. Rankin’s resident address is 7421 Markell Road, Waite Hill, Ohio 44094. He is (a) Executive Chairman of Hamilton Beach Brands Holding Company at 4421 Waterfront Dr., Glen Allen, Virginia 23060, (b) Chairman, President and Chief Executive Officer of Hyster-Yale Materials Handling, Inc. at 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124 and (c) Chairman of the Company at 5875 Landerbrook Drive, Suite 220, Cleveland, Ohio 44124.

The statements under the heading Claiborne R. Rankin are hereby deleted and replaced by the following:

Claiborne R. Rankin. Mr. Rankin’s resident address is 36779 Cedar Road, Gates Mills, Ohio 44040-9721. He is a private investor.

The statements under the heading Roger F. Rankin are hereby deleted and replaced by the following:

Roger F. Rankin. Mr. Rankin’s resident address is 1449 Carpenter Road, P.O. Box 550, Gates Mills, Ohio 44040. He is a private investor.

The statements under the heading Bruce T. Rankin are hereby deleted and replaced by the following:

Bruce T. Rankin. Mr. Rankin’s resident address is 131 Southwyck Drive, Chagrin Falls, Ohio 44022. He is not employed.

The statements under the heading Helen R. Butler are hereby deleted and replaced by the following:

Helen R. Butler. Ms. Butler’s resident address is 7575 Old Mill Road, P.O. Box 477, Gates Mills, Ohio 44040. She is a sales associate at Wool and Willow.

Item 5. Interest in Securities of the Issuer.

Alfred M. Rankin, Jr. Mr. Rankin has the sole power to vote and to dispose of 134,209 shares of Class B Common. Mr. Rankin (a) as trustee and beneficiary of certain trusts, shares the power to vote the 472,371 shares of Class B Common held by Rankin I with the other general partners of Rankin I and shares the power to dispose of the 472,371 shares of Class B Common held by Rankin I with the other general partners and limited partners of Rankin I and (b) as trustee and beneficiary of certain trusts, shares the power to vote the 400,000 shares of Class B Common held by Rankin IV with the other general partners of Rankin IV and shares the power to dispose of the 400,000 shares of Class B Common held by Rankin IV with the other general partners and limited partners of Rankin IV. Collectively, the 1,006,580 shares of Class B Common beneficially owned by Alfred M. Rankin, Jr. constitute approximately 64.11% of the Class B Common outstanding as of December 31, 2017.

SCHEDULE 13D/A

Helen R. Butler. Ms. Butler has the sole power to vote and dispose of 9,195 shares of Class B Common held in a trust for her benefit and shares the power to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the general partners and other limited partners of Rankin I and (b) 400,000 shares of Class B Common held by Rankin IV with the general partners and other limited partners of Rankin IV. Collectively, the 881,566 shares of Class B Common beneficially owned by Helen R. Butler constitute approximately 56.15% of the Class B Common outstanding as of December 31, 2017.

Clara T. Rankin Williams. Ms. Williams has the sole power to vote and dispose of 9,195 shares of Class B Common held in a trust for her benefit and shares the power to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the general partners and other limited partners of Rankin I and (b) 400,000 shares of Class B Common held by Rankin IV with the general partners and other limited partners of Rankin IV. Collectively, the 881,566 shares of Class B Common beneficially owned by Clara T. Rankin Williams constitute approximately 56.15% of the Class B Common outstanding as of December 31, 2017.

Roger F. Rankin. Mr. Rankin has the sole power to vote and dispose of 193,586 shares of Class B Common. Mr. Rankin (a) as trustee and beneficiary of certain trusts, shares the power to vote the 472,371 shares of Class B Common held by Rankin I with the other general partners of Rankin I and shares the power to dispose of the 472,371 shares of Class B Common held by Rankin I with the other general partners and limited partners of Rankin I and (b) as trustee and beneficiary of certain trusts, shares the power to vote the 400,000 shares of Class B Common held by Rankin IV with the other general partners of Rankin IV and shares the power to dispose of the 400,000 shares of Class B Common held by Rankin IV with the other general partners and limited partners of Rankin IV. Collectively, the 1,065,957 shares of Class B Common beneficially owned by Roger F. Rankin constitute approximately 67.89% of the Class B Common outstanding as of December 31, 2017.

Thomas T. Rankin. Mr. Rankin has the sole power to vote and dispose of 145,793 shares of Class B Common. Mr. Rankin (a) as trustee and beneficiary of certain trusts, shares the power to vote the 472,371 shares of Class B Common held by Rankin I with the other general partners of Rankin I and shares the power to dispose of the 472,371 shares of Class B Common held by Rankin I with the other general partners and limited partners of Rankin I and (b) as trustee and beneficiary of certain trusts, shares the power to vote the 400,000 shares of Class B Common held by Rankin IV with the other general partners of Rankin IV and shares the power to dispose of the 400,000 shares of Class B Common held by Rankin IV with the other general partners and limited partners of Rankin IV. Collectively, the 1,018,164 shares of Class B Common beneficially owned by Thomas T. Rankin constitute approximately 64.85% of the Class B Common outstanding as of December 31, 2017.

Claiborne R. Rankin. Mr. Rankin has the sole power to vote and dispose of 97,312 shares of Class B Common. Mr. Rankin (a) as trustee and beneficiary of certain trusts, shares the power to vote the 472,371 shares of Class B Common held by Rankin I with the other general partners of Rankin I and shares the power to dispose of the 472,371 shares of Class B Common held by Rankin I with the other general partners and limited partners of Rankin I and (b) as trustee and beneficiary of certain trusts, shares the power to vote the 400,000 shares of Class B Common held by Rankin IV with the other general partners of Rankin IV and shares the power to dispose of the 400,000 shares of Class B Common held by Rankin IV with the other general partners and limited partners of Rankin IV. Collectively, the 969,683 shares of Class B Common beneficially owned by Claiborne R. Rankin constitute approximately 61.76% of the Class B Common outstanding as of December 31, 2017.

Bruce T. Rankin. Mr. Rankin (a) as primary beneficiary of the Bruce Rankin Trust, which is a limited partner of Rankin I, shares the power to dispose of the 472,371 shares of Class B Common held by Rankin I with the general partners and the other limited partners of Rankin I and (b) as primary beneficiary of the Bruce Rankin Trust, which is a Limited Partner of Rankin IV, shares the power to dispose of the 400,000 shares of Class B Common held by Rankin IV with the general partners and the other limited partners of Rankin IV. Together, the 872,371 shares of Class B Common beneficially owned by Bruce T. Rankin constitute approximately 55.56% of the Class B Common outstanding as of December 31, 2017.

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

The information provided with respect to Rankin Associates IV, L.P. is hereby deleted and replaced by the following:

Under the terms of the Amended and Restated Limited Partnership Agreement of Rankin Associates IV, L.P. (“Rankin IV”), dated as of February 7, 2005 (as amended, the “Rankin IV Partnership Agreement”), filed as Exhibit 1 to the Initial Filing, as amended by that certain Amendment to the Amended and Restated Limited Partnership Agreement of Rankin IV, dated as of March 22, 2006, filed as Exhibit 7 hereto and incorporated herein by reference, as amended by that certain Addendum to the Amended and Restated Limited Partnership Agreement of Rankin IV, dated as of October 28, 2016, filed as Exhibit 8 hereto and incorporated herein by reference, and as amended by that certain Addendum to the Amended and Restated Limited Partnership Agreement of Rankin IV, dated as of December 12, 2017, filed as Exhibit 9 hereto and incorporated herein by reference, the general partners share the power to vote the Class A Common and Class B Common held by Rankin IV. Further, under such terms, voting actions are determined by the general partners owning at least a majority of the general partnership interests of Rankin IV. Each of the trusts holding general and limited partnership interests in Rankin IV share with each other the power to dispose of Class A Common and Class B Common held by Rankin IV. Under the terms of the Rankin IV Partnership Agreement, Rankin IV may not dispose of Class A Common or Class B Common, or convert Class B Common into Class A Common, without the consent of the general partners holding more than 75% of the general partnership interests in Rankin IV and the consent of the holders of more than 75% of all partnership interests, including the general partnership interests, in Rankin IV (the “Rankin IV Partnership Interests”).

The Rankin IV Partnership Agreement restricts the transfer of Rankin IV Partnership Interests by the partners and provides the partners and Rankin IV with a right of first refusal to acquire Rankin IV Partnership Interests that a partner desires to sell and a repurchase obligation to compel the sale of Rankin IV Partnership Interests by the partners under certain circumstances. This description of the transfer restrictions, rights of first refusal and repurchase obligations is qualified by reference to the Rankin IV Partnership Agreement.

The information provided with respect to Rankin Associates I, L.P. is hereby deleted and replaced by the following:

Under the terms of the Second Amended and Restated Limited Partnership Agreement of Rankin Associates I, L.P. (“Rankin I”), dated as of March 27, 2002 (as amended, the “Rankin I Partnership Agreement”), filed as Exhibit 4 to the Initial Filing, as amended by that certain Written Consent of General Partners of Rankin Associates I, L.P., dated as of December 31, 2012, filed as Exhibit 10 hereto and incorporated herein by reference, as amended by that certain Addendum to the Second Amended and Restated Limited Partnership Agreement, dated as of October 28, 2016, filed as Exhibit 11 hereto and incorporated herein by reference, and as amended by that certain Addendum to the Second Amended and Restated Limited Partnership Agreement, dated as of December 12, 2017, filed as Exhibit 12 hereto and incorporated herein by reference, Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, as trustees and primary beneficiaries of trusts acting as general partners of Rankin I (the “Rankin I General Partners”), share the power to vote the Class A Common and Class B Common held by Rankin I. Further, under such terms, voting actions are determined by the Rankin I General Partners owning at least a majority of the general partnership interests of Rankin I. Each of the trusts holding general and limited partnership interests in Rankin I share with each other the power to dispose of Class A Common and Class B Common held by Rankin I. Under the terms of the Rankin I Partnership Agreement, Rankin I may not dispose of Class A Common or Class B Common, or convert Class B Common into Class A Common, without the consent of the Rankin I General Partners holding more than 75% of the general partnership interests in Rankin I and the consent of the holders of more than 75% of all partnership interests, including the general partnership interests, in Rankin I (“Rankin I Partnership Interests”).

The Rankin I Partnership Agreement restricts the transfer of Rankin I Partnership Interests by the partners and provides the partners and Rankin I with a right of first refusal to acquire Rankin I Partnership Interests that a partner desires to sell and a repurchase obligation to compel the sale of Rankin I Partnership Interests by the partners under certain circumstances. This description of the transfer restrictions, rights of first refusal and repurchase obligations is qualified by reference to the Rankin I Partnership Agreement.

The information provided with respect to Rankin Associates II, L.P. is hereby deleted and replaced by the following:

Under the terms of the Limited Partnership Agreement of Rankin Associates II, L.P. (“Rankin II”), dated as of February 6, 1998 (as amended, the “Rankin II Partnership Agreement”), filed as Exhibit 3 to the Initial Filing, as amended by that certain Amendment No. 1 to Limited Partnership Agreement of Rankin II, dated as of December 26, 2001, filed as Exhibit 3 to the Initial Filing, as amended by that certain Amendment No. 2 to Limited Partnership Agreement of Rankin II, dated as of December 17, 2002, filed as Exhibit 3 to the Initial Filing, as amended by that certain Addendum to the Limited Partnership Agreement, dated as of October 28, 2016, filed as Exhibit 13 hereto and incorporated herein by reference, and as amended by that certain Addendum to the Limited Partnership Agreement, dated as of December 12, 2017, filed as Exhibit 14 hereto and incorporated herein by reference, Rankin Management, Inc. (“RMI”), as the general partner of Rankin II, has the sole power to vote the Class A Common and Class B Common held by Rankin II. RMI exercises such powers by action of its board of directors, which acts by majority vote and consists of Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, the individual trusts of whom are the stockholders of RMI. RMI shares the power to dispose of the Class A Common and Class B Common held by Rankin II with the other individuals and entities holding limited partnership interests in Rankin II. Under the terms of the Rankin II Partnership Agreement, Rankin II may not dispose of Class A Common or Class B Common, or convert Class B Common into Class A Common, without the consent of RMI and the consent of the holders of more than 75% of all partnership interests, including the general partnership interests, in Rankin II (“Rankin II Partnership Interests”).

The Rankin II Partnership Agreement restricts the transfer of Rankin II Partnership Interests by the partners and provides the partners and Rankin II with a right of first refusal to acquire Rankin II Partnership Interests that a partner desires to sell and a repurchase obligation to compel the sale of Rankin II Partnership Interests by the partners under certain circumstances. This description of the transfer restrictions, rights of first refusal and repurchase obligations is qualified by reference to the Rankin II Partnership Agreement.

The information provided with respect to the Stockholders’ Agreement is hereby deleted and replaced by the following:

The Amended and Restated Stockholders’ Agreement, dated as of September 29, 2017, among the signatories thereto and the Company (the “Stockholders’ Agreement”), filed as Exhibit 15 hereto and incorporated herein by reference, requires a signatory to offer the shares of Class B Common beneficially owned by such signatory to all of the other signatories upon the occurrence of either of the following: (a) the proposed conversion of shares of Class B Common by such signatory into shares of Class A Common and (b) the proposed sale, transfer or other disposition of Class B Common by such signatory to any permitted transferee (under the terms of the Class B Common) who is not a signatory to the Stockholders’ Agreement. In either of these cases, the signatory proposing to enter into one of these transactions must notify all of the other signatories and then must allow each such other signatory the opportunity to purchase such signatory’s pro rata portion of the shares of Class B Common that are subject to the proposed transaction in accordance with the procedures described below. The Stockholders’ Agreement, however, does not restrict transfers of Class B Common among the signatories or any other permitted transferee who becomes a signatory to the Stockholders’ Agreement.

A signatory proposing to engage in a transaction triggering a right of first refusal must first give written notice of the proposed transaction by registered mail to the Company, 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 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 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 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 Company shall have an additional three business days to decide whether or not to purchase the remaining shares. The Company, 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 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.

The information provided with respect to the Transfer Restriction Agreement is hereby deleted and replaced by the following:

Under the terms of the Transfer Restriction Agreement, dated as of September 29, 2017 (the “TRA”), filed as Exhibit 16 hereto and incorporated herein by reference, Hamilton Beach Brands Holding Company, the Company, and certain signatories thereto have agreed to certain restrictions on transactions involving securities of Hamilton Beach Brands Holding Company or the Company. Absent a ruling from the Internal Revenue Service (“IRS”), an unqualified tax opinion from approved counsel, or approval by Hamilton Beach Brands Holding Company as the administrator of the TRA, the TRA prohibits members of the Company’s extended founding family, for a two-year period following September 29, 2017, from (a) acquiring any stock of either the Company or Hamilton Beach Brands Holding Company (other than acquisitions of stock pursuant to an equity compensation plan of either the Company or Hamilton Beach Brands Holding Company) or (b) transferring directly or indirectly any stock owned by the extended founding family.

The TRA further provides that the five-percent voting limitation on transfers of Hamilton Beach Brands Holding Company voting power will be converted to a 35-percent limitation if the Company or Hamilton Beach Brands Holding Company obtains a private letter ruling from the IRS or an unqualified tax opinion substantially to the effect that the increase in voting power by holders of Class B Common by reason of the conversion by other holders of Class B Common to Class A Common will not be taken into account for purposes of Section 355(e) of the Internal Revenue Code.

Item 7. Material to be Filed as Exhibits.

[Signatures begin on the next page.]

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

SCHEDULE 13D/A

SIGNATURES

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

Date: February 13, 2018

Exhibit 9

ADDENDUM TO THE

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

RANKIN ASSOCIATES IV, L.P.

This Addendum (this “Addendum”), dated as of December 12, 2017, to Amended and Restated Limited Partnership Agreement of Rankin Associates IV, L.P., dated as of February 7, 2005, as amended as of March 22, 2006, with prior addendum thereto dated as of October 28, 2016 (the “Agreement”), is made by and among the Partners of Rankin Associates IV, L.P., a Delaware limited partnership (the “Partnership”).

RECITALS:

WHEREAS, The Partnership, in addition to other limited partnerships owned and controlled by the Rankin Family, previously, by addendum, added language to their respective limited partnership agreements to account for the ownership of interests in Hyster-Yale Materials Handling, Inc., a Delaware corporation, an entity spun-off by NACCO Industries, Inc., a Delaware corporation, that each such limited partnership has or may have in the future; and

WHEREAS, some of those limited partnerships are now, by separate addendum, again having language added to their respective limited partnership agreements to account for the ownership of interests in Hamilton Beach Brands Holding Company, a Delaware corporation (“HBB”), an entity spun-off by NACCO Industries, Inc., a Delaware corporation, that each such limited partnership currently has or may have in the future; and

WHEREAS, the Partners of the Partnership intend for the Partnership to own interests in HBB; and

WHEREAS, the Partners of the Partnership deem it advisable to add certain language to the Agreement to account for the HBB interests owned by it, and the Partners deem it advisable to add such language to the Agreement via this Addendum so that the Agreement and this Addendum are consistent with and conform to the form of limited partnership agreements (and prior addenda) utilized by the other Rankin Family limited partnerships.

AGREEMENTS:

In consideration of the mutual promises, covenants and agreements set forth in this Addendum, the Partners of the Partnership agree as follows:

1.      The following Sections shall apply in place of those same numbered Sections currently set forth in the Agreement but only with respect to the HBB interest(s) owned by the Partnership, and the Sections currently set forth in the Agreement shall continue to apply with

respect to all other interests owned by the Partnership:

Section 1.3

“1.3    “Applicable HBB Class A Closing Price Average” means the average of the closing prices of the HBB Class A Shares on the New York Stock Exchange (or on the principal national securities exchange or automated quotation system of national securities dealers on which the HBB Class A Shares may then be traded) on the five trading dates preceding the relevant Starting Date as reported in The Wall Street Journal (or, if such periodical is not then published, the most comparable periodical then being published).”

Section 1.5

“1.5    “Authorized Transferee” means a Qualified Trust of Clara T. Rankin or of any member of a Family Group who (A)(i) would be a “Permitted Transferee” of the Transferring Partner under Article IV, Section 3, paragraph 4 of the HBB Restated Certificate, if the Transferring Partner were Transferring HBB Class B Shares instead of Partnership Interests; and (ii) is eligible to be a Partner of the Partnership in compliance with the provisions of Article IV, Section 3, paragraph 4(a)(i)(G) of the HBB Restated Certificate; and (iii) is a “Participating Stockholder” under Section 1.14 of the HBB Stockholders’ Agreement; and (B) unless such Qualified Trust is a Partner immediately prior to the Transfer of Partnership Interests to such Qualified Trust, prior to or simultaneously with such Transfer, executes and delivers to the Partnership a counterpart of this Agreement, executed by the trustee of such Qualified Trust, agreeing to be subject to the restrictions and obligations of a Partner hereunder and to hold all Partnership Interests then owned or later acquired by such Qualified Trust in accordance with the terms of this Agreement, such counterpart to be substantially in the form of Exhibit 1.”

Section 1.25

“1.25    “Former Partner” means (i) a Partner that has ceased to be a Qualified Trust, and has become a Former Partner, pursuant to the terms of Section 1.58; (ii) a Partner who has become a Bankrupt Partner and a Former Partner, pursuant to the terms of Section 1.6; (iii) a Partner who has become a Pledgor Partner and a Former Partner, pursuant to the terms of Section 1.53; and (iv) a Partner who ceases to be a “Participating Stockholder” under Section 1.14 of the HBB Stockholders’ Agreement.”

Section 1.33

“1.33    “HBB” means Hamilton Beach Brands Holding Company, a Delaware corporation.”

Section 1.34

“1.34    “HBB Class A Shares” means shares of Class A Common Stock, par value $0.01 per share, of HBB.”

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Section 1.35

“1.35.    “HBB Class B Shares” means shares of Class B Common Stock, par value $0.01 per share, of HBB.”

Section 1.36

“1.36    “HBB Stockholders’ Agreement” means the Stockholders’ Agreement, dated as of September 29, 2017, by and among HBB, as HBB and as depository, and the Participating Stockholders (as such term is defined therein), as amended from time to time.”

Section 1.37

“1.37    “HBB Restated Certificate” means the Amended and Restated Certificate of Incorporation of HBB, filed with the Secretary of State of the State of Delaware on September 22, 2017. References to specific sections of the HBB Restated Certificate shall be deemed to include references to provisions addressing the same or similar subject matter of any amendment or amendment and restatement of the HBB Restated Certificate that becomes effective after the date hereof.”

Section 1.58

“1.58    “Qualified Trust” of any individual means any trust (including, without limitation, a voting trust) established by such individual if and as long as the trust is held for the benefit of one or more Family Beneficiaries and any Charitable Organizations and for the benefit of no other Person; provided that such trust may grant a general or special power of appointment to such individual or such individual’s spouse and may permit trust assets to be used to pay taxes, legacies and other obligations of the trust or the estate of such individual or such individual’s spouse payable by reason of the death of such individual or such individual’s spouse; and, provided further that such trust must prohibit (A) the transfer of HBB Class B Shares to any Person other than a Permitted Transferee of such trust as defined in Article IV, Section 3, paragraph 4 of the HBB Restated Certificate and (B) the Transfer of Partnership Interests to any Person other than to Authorized Transferees of such trust. The restrictions in subclause (B) of the prior sentence shall not be interpreted to restrict a beneficiary who is a member of a Family Group from directing that any Partnership Interests to which he or she is otherwise entitled to receive under such trust be instead transferred to one or more other Qualified Trusts that are Authorized Transferees of the trust at issue. Notwithstanding anything to the contrary contained herein, a trust of Clara T. Rankin or any other individual shall cease to be a Qualified Trust and shall be deemed, to the extent it holds Partnership Interests, to become a Former Partner, immediately prior to any event or lapse of time which causes such trust to no longer qualify as a Qualified Trust as defined in this Section 1.58.”

Section 3.3

“3.3.    Status as a Qualified Trust and “Participating Stockholder”. As of the date hereof, (i) such Partner is a Qualified Trust of Clara T. Rankin or a member of a Family Group and no

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event has occurred that would cause such Partner to become a Former Partner and (ii) such Partner is a “Participating Stockholder” under Section 1.14 of the HBB Stockholders’ Agreement and no event has occurred that would cause such Partner, upon the lapse of time or the receipt of notice, or both, to cease to be a “Participating Stockholder” under Section 1.14 of the HBB Stockholders’ Agreement. As of the date on which any Authorized Transferee becomes a Partner, such Partner shall be deemed to make the representations contained in the preceding sentence.”

Section 4.5(b)

“(b)      All distributions shall be made in proportion to the Partners’ respective Partnership Percentages except (i) when the General Partners approve the disproportionate distribution, or (ii) with respect to any payment of HBB Class A Shares by the Partnership pursuant to Section 7.4 or 8.7(a). The General Partners are encouraged to consider disproportionate distributions to defray the income tax liabilities resulting from special allocations under Section 704(c) of the Code, but such disproportionate distributions shall not be required. Subject to Section 4.5(a) of this Agreement, the General Partners are expressly authorized to make monthly or other periodic draws with respect to one or more, but not necessarily all, of the Partners, on the condition that compensating distributions, determined with or without interest in the discretion of the General Partners, shall be made to the other Partners on or before the end of March of the following calendar year so that the total draws and compensating distributions shall be proportionate. For all purposes of this Agreement, except as provided in the immediately preceding sentence or Section 1.49(f), a distribution among the Partners which is not in proportion to Partnership Percentages shall be regarded as disproportionate. In the event that a disproportionate distribution occurs, the General Partners shall appropriately adjust the Capital Accounts of the Partners to reflect such disproportionate distribution. Except in the case of a disproportionate distribution attributable to the income tax liabilities resulting from special allocations under Section 704(c) of the Code, such adjustment shall be determined as though the Partnership had redeemed a fraction of the Partnership Interest corresponding to the amount of the distribution that is disproportionate. This adjustment of Capital Accounts, and thus Partnership Interests, shall be in addition to the adjustment in Partnership Percentages.”

Section 5.1(h)

“(h)      the determination of whether to pay any portion of a Purchase Price, or interest owed pursuant to Section 7.4, in HBB Class A Shares; and”.

Section 5.2

(a)      The General Partners owning at least a majority of the General Partnership Interests shall direct the voting of any HBB Class A Shares and HBB Class B Shares held by the Partnership and may authorize the Partnership to enter into a voting arrangement with respect to any or all of such HBB Class A Shares and HBB Class B Shares.

(b)      The Partnership shall not Transfer, or convert to HBB Class A Shares, any

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HBB Class B Shares without the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and the consent of Partners owning more than seventy five percent (75%) of all Partnership Interests. Notwithstanding such consent, the Partnership (i) shall not Transfer any HBB Class B Shares unless such Transfer is permitted by Article IV, Section 3, paragraph 4 of the HBB Restated Certificate and (ii) shall not Transfer, or convert to HBB Class A Shares, any HBB Class B Shares unless such Transfer or conversion is effected in accordance with the terms of the HBB Stockholders’ Agreement.

(c)      The Partnership shall not Transfer any HBB Class A Shares, other than pursuant to a share for share exchange to acquire HBB Class B Shares, without the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and the consent of Partners owning more than seventy five percent (75%) of all Partnership Interests.

(d)      Subject to this Section 5.2(d) and the other provisions of this Agreement, a General Partner may transfer all, but not less than all, of its General Partnership Interest to one, but not more than one, Authorized Transferee of such General Partner. No Person shall be admitted as a General Partner of the Partnership without the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and the consent of the Partners owning more than fifty percent (50%) of all Partnership Interests. Notwithstanding such consent, no Person shall be admitted as a General Partner unless such Person is an Authorized Transferee of at least one Partner of the Partnership.”

Section 7.4

“7.4    Payment of Interest. Notwithstanding any other provision of this Agreement, at the Closing related to a Repurchase Obligation, the Partnership and each Partner electing to purchase Repurchase Interests shall pay to the Former Partner, in addition to the Purchase Price, pro-rated interest, calculated from the date of the Withdrawal Event up to the date of the Closing, at an annual rate equal to the annual short-term applicable federal rate in effect at the date of the Withdrawal Event as provided under Section 7872 of the Code. The interest may be paid in cash or HBB Class A Shares on the same basis as is provided in Section 8.7 with respect to payment of the Purchase Price.”

Section 8.7

“8.7    Terms of Sale. The Purchase Price for all Partnership Interests purchased pursuant to Section 8.4 or Section 8.5 shall be paid at the Closing in immediately available United States funds; provided, however:

(a)      If the purchaser is the Partnership, the Partnership, at its election and after consultation with counsel, may pay its portion of the Purchase Price in HBB Class A Shares (if any), immediately available United States funds, or any combination of such consideration as follows:

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(b)      If the purchaser is a Partner, such Partner, at his election, may pay his portion of the Purchase Price in HBB Class A Shares (if any), immediately available United States funds, or any combination of such consideration as follows:

Section 10.1

“10.1    Dissolution and Termination. The Partnership shall continue in existence until dissolved (a) with the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and Partners owning more than ninety percent (90%) of all Partnership Interests, or (b) with the consent of the General Partners, at such time, if any, as the Partnership ceases to own any HBB Class A Shares and HBB Class B Shares. In the event that the Partnership is dissolved, the assets of the Partnership shall be liquidated as promptly as is consistent with obtaining the Fair Market Value thereof, and the proceeds therefrom, together with any assets distributed in kind, shall be distributed (i) first to creditors to satisfy all debts and liabilities of the Partnership (including any liabilities arising under Section 8.5) other than loans or advances made by the Partners to the Partnership, (ii) then to the establishment of reserves deemed reasonably necessary by the General Partners to satisfy contingent or unforeseen liabilities or obligations of the Partnership, (iii) then to the repayment of any loans or advances made by the Partners to the Partnership, (iv) with the balance, if any, to be distributed in accordance with the balances in each Partner’s Capital Account at that time, any Partnership Property that is distributed in kind shall be treated as though such Partnership Property were sold for its Fair Market Value as of the date of distribution, as determined by an Independent Appraiser. Upon completion of the foregoing, the Partnership shall be terminated.”

Section 10.2

“10.2    Limitations On In Kind Distributions. Notwithstanding anything to the contrary contained in this Agreement, no distribution in kind of HBB Class B Shares held by the Partnership

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shall be made unless such distribution by the Partnership is permitted under Article IV, Section 3, paragraph 4 of the HBB Restated Certificate.”

Section 11.1(b)

“(b)      Each Partner by his signature below irrevocably makes, constitutes and appoints Alfred M. Rankin, Jr., Roger F. Rankin, Thomas T. Rankin, Claiborne R. Rankin, Dana B. Sykes, and Derek R. Redmond, and each of them, his true and lawful attorney in his name, place and stead in any capacities, with the power from time to time to substitute or resubstitute one or more others as such attorney, to execute any and all statements under Section 13 or Section 16 of the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder, of beneficial ownership of HBB Class A Shares and/or HBB Class B Shares by the Partnership and its Partners, including all statements on Schedule 13D and all amendments thereto, all joint filing agreements pursuant to Rule 13d-l(k)(1) under such Act in connection with such statements, all initial statements of and changes of beneficial ownership on Forms 3, 4 and 5 and any and all other documents to be filed with the Securities and Exchange Commission, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission.”

2.      This Addendum shall be (and hereby is) incorporated into and made a part of the Agreement.

3.      This Addendum shall be governed by and construed in accordance with the laws of the State of Delaware.

4.      This Addendum may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature pages follow]

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SIGNATURE PAGE

IN WITNESS WHEREOF, the Partners have hereunto set their hands and seals as of the day and year first above written.

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Exhibit 12

ADDENDUM TO THE

SECOND AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

RANKIN ASSOCIATES I, L.P.

This Addendum (this “Addendum”), dated as of December 12, 2017, to Second Amended and Restated Limited Partnership Agreement of Rankin Associates I, L.P., dated as of March 27, 2002, with prior addendum thereto dated as of October 28, 2016 (the “Agreement”), is made by and among the Partners of Rankin Associates I, L.P., a Delaware limited partnership (the “Partnership”).

RECITALS:

WHEREAS, The Partnership, in addition to other limited partnerships owned and controlled by the Rankin Family, previously, by addendum, added language to their respective limited partnership agreements to account for the ownership of interests in Hyster-Yale Materials Handling, Inc., a Delaware corporation, an entity spun-off by NACCO Industries, Inc., a Delaware corporation, that each such limited partnership has or may have in the future; and

WHEREAS, some of those limited partnerships are now, by separate addendum, again having language added to their respective limited partnership agreements to account for the ownership of interests in Hamilton Beach Brands Holding Company, a Delaware corporation (“HBB”), an entity spun-off by NACCO Industries, Inc., a Delaware corporation, that each such limited partnership currently has or may have in the future; and

WHEREAS, the Partners of the Partnership intend for the Partnership to own interests in HBB; and

WHEREAS, the Partners of the Partnership deem it advisable to add certain language to the Agreement to account for the HBB interests owned by it, and the Partners deem it advisable to add such language to the Agreement via this Addendum so that the Agreement and this Addendum are consistent with and conform to the form of limited partnership agreements (and prior addenda) utilized by the other Rankin Family limited partnerships.

AGREEMENTS:

In consideration of the mutual promises, covenants and agreements set forth in this Addendum, the Partners of the Partnership agree as follows:

1.      The following Sections shall apply in place of those same numbered Sections currently set forth in the Agreement but only with respect to the HBB interest(s) owned by the Partnership, and the Sections currently set forth in the Agreement shall continue to apply with

respect to all other interests owned by the Partnership:

Section 1.3

“1.3    “Applicable HBB Class A Closing Price Average” means the average of the closing prices of the HBB Class A Shares on the New York Stock Exchange (or on the principal national securities exchange or automated quotation system of national securities dealers on which the HBB Class A Shares may then be traded) on the five trading dates preceding the relevant Starting Date as reported in The Wall Street Journal (or, if such periodical is not then published, the most comparable periodical then being published).”

Section 1.5

“1.5    “Authorized Transferee” means a Qualified Trust of Clara T. Rankin or of any member of a Family Group who (A)(i) would be a “Permitted Transferee” of the Transferring Partner under Article IV, Section 3, paragraph 4 of the HBB Restated Certificate, if the Transferring Partner were Transferring HBB Class B Shares instead of Partnership Interests; and (ii) is eligible to be a Partner of the Partnership in compliance with the provisions of Article IV, Section 3, paragraph 4(a)(i)(G) of the HBB Restated Certificate; and (iii) is a “Participating Stockholder” under Section 1.14 of the HBB Stockholders’ Agreement; and (B) unless such Qualified Trust is a Partner immediately prior to the Transfer of Partnership Interests to such Qualified Trust, prior to or simultaneously with such Transfer, executes and delivers to the Partnership a counterpart of this Agreement, executed by the trustee of such Qualified Trust, agreeing to be subject to the restrictions and obligations of a Partner hereunder and to hold all Partnership Interests then owned or later acquired by such Qualified Trust in accordance with the terms of this Agreement, such counterpart to be substantially in the form of Exhibit 1.”

Section 1.25

“1.25    “Former Partner” means (i) a Partner that has ceased to be a Qualified Trust, and has become a Former Partner, pursuant to the terms of Section 1.58; (ii) a Partner who has become a Bankrupt Partner and a Former Partner, pursuant to the terms of Section 1.6; (iii) a Partner who has become a Pledgor Partner and a Former Partner, pursuant to the terms of Section 1.53; and (iv) a Partner who ceases to be a “Participating Stockholder” under Section 1.14 of the HBB Stockholders’ Agreement.”

Section 1.33

“1.33    “HBB” means Hamilton Beach Brands Holding Company, a Delaware corporation.”

Section 1.34

“1.34    “HBB Class A Shares” means shares of Class A Common Stock, par value $0.01 per share, of HBB.”

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Section 1.35

“1.35.    “HBB Class B Shares” means shares of Class B Common Stock, par value $0.01 per share, of HBB.”

Section 1.36

“1.36    “HBB Stockholders’ Agreement” means the Stockholders’ Agreement, dated as of September 29, 2017, by and among HBB, as HBB and as depository, and the Participating Stockholders (as such term is defined therein), as amended from time to time.”

Section 1.37

“1.37    “HBB Restated Certificate” means the Amended and Restated Certificate of Incorporation of HBB, filed with the Secretary of State of the State of Delaware on September 22, 2017. References to specific sections of the HBB Restated Certificate shall be deemed to include references to provisions addressing the same or similar subject matter of any amendment or amendment and restatement of the HBB Restated Certificate that becomes effective after the date hereof.”

Section 1.58

“1.58    “Qualified Trust” of any individual means any trust (including, without limitation, a voting trust) established by such individual if and as long as the trust is held for the benefit of one or more Family Beneficiaries and any Charitable Organizations and for the benefit of no other Person; provided that such trust may grant a general or special power of appointment to such individual or such individual’s spouse and may permit trust assets to be used to pay taxes, legacies and other obligations of the trust or the estate of such individual or such individual’s spouse payable by reason of the death of such individual or such individual’s spouse; and, provided further that such trust must prohibit (A) the transfer of HBB Class B Shares to any Person other than a Permitted Transferee of such trust as defined in Article IV, Section 3, paragraph 4 of the HBB Restated Certificate and (B) the Transfer of Partnership Interests to any Person other than to Authorized Transferees of such trust. The restrictions in subclause (B) of the prior sentence shall not be interpreted to restrict a beneficiary who is a member of a Family Group from directing that any Partnership Interests to which he or she is otherwise entitled to receive under such trust be instead transferred to one or more other Qualified Trusts that are Authorized Transferees of the trust at issue. Notwithstanding anything to the contrary contained herein, a trust of Clara T. Rankin or any other individual shall cease to be a Qualified Trust and shall be deemed, to the extent it holds Partnership Interests, to become a Former Partner, immediately prior to any event or lapse of time which causes such trust to no longer qualify as a Qualified Trust as defined in this Section 1.58.”

Section 3.3

“3.3.    Status as a Qualified Trust and “Participating Stockholder”. As of the date hereof, (i) such Partner is a Qualified Trust of Clara T. Rankin or a member of a Family Group and no

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event has occurred that would cause such Partner to become a Former Partner and (ii) such Partner is a “Participating Stockholder” under Section 1.14 of the HBB Stockholders’ Agreement and no event has occurred that would cause such Partner, upon the lapse of time or the receipt of notice, or both, to cease to be a “Participating Stockholder” under Section 1.14 of the HBB Stockholders’ Agreement. As of the date on which any Authorized Transferee becomes a Partner, such Partner shall be deemed to make the representations contained in the preceding sentence.”

Section 4.5(b)

“(b)      All distributions shall be made in proportion to the Partners’ respective Partnership Percentages except (i) when the General Partners approve the disproportionate distribution, or (ii) with respect to any payment of HBB Class A Shares by the Partnership pursuant to Section 7.4 or 8.7(a). The General Partners are encouraged to consider disproportionate distributions to defray the income tax liabilities resulting from special allocations under Section 704(c) of the Code, but such disproportionate distributions shall not be required. Subject to Section 4.5(a) of this Agreement, the General Partners are expressly authorized to make monthly or other periodic draws with respect to one or more, but not necessarily all, of the Partners, on the condition that compensating distributions, determined with or without interest in the discretion of the General Partners, shall be made to the other Partners on or before the end of March of the following calendar year so that the total draws and compensating distributions shall be proportionate. For all purposes of this Agreement, except as provided in the immediately preceding sentence or Section 1.49(f), a distribution among the Partners which is not in proportion to Partnership Percentages shall be regarded as disproportionate. In the event that a disproportionate distribution occurs, the General Partners shall appropriately adjust the Capital Accounts of the Partners to reflect such disproportionate distribution. Except in the case of a disproportionate distribution attributable to the income tax liabilities resulting from special allocations under Section 704(c) of the Code, such adjustment shall be determined as though the Partnership had redeemed a fraction of the Partnership Interest corresponding to the amount of the distribution that is disproportionate. This adjustment of Capital Accounts, and thus Partnership Interests, shall be in addition to the adjustment in Partnership Percentages.”

Section 5.1(h)

“(h)      the determination of whether to pay any portion of a Purchase Price, or interest owed pursuant to Section 7.4, in HBB Class A Shares; and”.

Section 5.2

(a)      The General Partners owning at least a majority of the General Partnership Interests shall direct the voting of any HBB Class A Shares and HBB Class B Shares held by the Partnership and may authorize the Partnership to enter into a voting arrangement with respect to any or all of such HBB Class A Shares and HBB Class B Shares.

(b)      The Partnership shall not Transfer, or convert to HBB Class A Shares, any

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HBB Class B Shares without the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and the consent of Partners owning more than seventy five percent (75%) of all Partnership Interests. Notwithstanding such consent, the Partnership (i) shall not Transfer any HBB Class B Shares unless such Transfer is permitted by Article IV, Section 3, paragraph 4 of the HBB Restated Certificate and (ii) shall not Transfer, or convert to HBB Class A Shares, any HBB Class B Shares unless such Transfer or conversion is effected in accordance with the terms of the HBB Stockholders’ Agreement.

(c)      The Partnership shall not Transfer any HBB Class A Shares, other than pursuant to a share for share exchange to acquire HBB Class B Shares, without the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and the consent of Partners owning more than seventy five percent (75%) of all Partnership Interests.

(d)      Subject to this Section 5.2(d) and the other provisions of this Agreement, a General Partner may transfer all, but not less than all, of its General Partnership Interest to one, but not more than one, Authorized Transferee of such General Partner. No Person shall be admitted as a General Partner of the Partnership without the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and the consent of the Partners owning more than fifty percent (50%) of all Partnership Interests. Notwithstanding such consent, no Person shall be admitted as a General Partner unless such Person is an Authorized Transferee of at least one Partner of the Partnership.”

Section 7.4

“7.4    Payment of Interest. Notwithstanding any other provision of this Agreement, at the Closing related to a Repurchase Obligation, the Partnership and each Partner electing to purchase Repurchase Interests shall pay to the Former Partner, in addition to the Purchase Price, pro-rated interest, calculated from the date of the Withdrawal Event up to the date of the Closing, at an annual rate equal to the annual short-term applicable federal rate in effect at the date of the Withdrawal Event as provided under Section 7872 of the Code. The interest may be paid in cash or HBB Class A Shares on the same basis as is provided in Section 8.7 with respect to payment of the Purchase Price.”

Section 8.7

“8.7    Terms of Sale. The Purchase Price for all Partnership Interests purchased pursuant to Section 8.4 or Section 8.5 shall be paid at the Closing in immediately available United States funds; provided, however:

(a)      If the purchaser is the Partnership, the Partnership, at its election and after consultation with counsel, may pay its portion of the Purchase Price in HBB Class A Shares (if any), immediately available United States funds, or any combination of such consideration as follows:

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(b)      If the purchaser is a Partner, such Partner, at his election, may pay his portion of the Purchase Price in HBB Class A Shares (if any), immediately available United States funds, or any combination of such consideration as follows:

Section 10.1

“10.1    Dissolution and Termination. The Partnership shall continue in existence until dissolved (a) with the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and Partners owning more than ninety percent (90%) of all Partnership Interests, or (b) with the consent of the General Partners, at such time, if any, as the Partnership ceases to own any HBB Class A Shares and HBB Class B Shares. In the event that the Partnership is dissolved, the assets of the Partnership shall be liquidated as promptly as is consistent with obtaining the Fair Market Value thereof, and the proceeds therefrom, together with any assets distributed in kind, shall be distributed (i) first to creditors to satisfy all debts and liabilities of the Partnership (including any liabilities arising under Section 8.5) other than loans or advances made by the Partners to the Partnership, (ii) then to the establishment of reserves deemed reasonably necessary by the General Partners to satisfy contingent or unforeseen liabilities or obligations of the Partnership, (iii) then to the repayment of any loans or advances made by the Partners to the Partnership, (iv) with the balance, if any, to be distributed in accordance with the balances in each Partner’s Capital Account at that time, any Partnership Property that is distributed in kind shall be treated as though such Partnership Property were sold for its Fair Market Value as of the date of distribution, as determined by an Independent Appraiser. Upon completion of the foregoing, the Partnership shall be terminated.”

Section 10.2

“10.2    Limitations On In Kind Distributions. Notwithstanding anything to the contrary contained in this Agreement, no distribution in kind of HBB Class B Shares held by the Partnership

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shall be made unless such distribution by the Partnership is permitted under Article IV, Section 3, paragraph 4 of the HBB Restated Certificate.”

Section 11.1(b)

“(b)      Each Partner by his signature below irrevocably makes, constitutes and appoints Alfred M. Rankin, Jr., Roger F. Rankin, Thomas T. Rankin, Claiborne R. Rankin, Dana B. Sykes, and Derek R. Redmond, and each of them, his true and lawful attorney in his name, place and stead in any capacities, with the power from time to time to substitute or resubstitute one or more others as such attorney, to execute any and all statements under Section 13 or Section 16 of the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder, of beneficial ownership of HBB Class A Shares and/or HBB Class B Shares by the Partnership and its Partners, including all statements on Schedule 13D and all amendments thereto, all joint filing agreements pursuant to Rule 13d-l(k)(l) under such Act in connection with such statements, all initial statements of and changes of beneficial ownership on Forms 3, 4 and 5 and any and all other documents to be filed with the Securities and Exchange Commission, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission.”

2.      This Addendum shall be (and hereby is) incorporated into and made a part of the Agreement.

3.      This Addendum shall be governed by and construed in accordance with the laws of the State of Delaware.

4.      This Addendum may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature pages follow]

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SIGNATURE PAGE

IN WITNESS WHEREOF, the Partners have hereunto set their hands and seals as of the day and year first above written.

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Exhibit 13

ADDENDUM TO THE

LIMITED PARTNERSHIP AGREEMENT

OF

RANKIN ASSOCIATES II, L.P.

This Addendum (this “Addendum”), dated as of October 28, 2016, to Limited Partnership Agreement of Rankin Associates II, L.P., dated as of February 6, 1998, as amended as of December 26, 2001 and December 17, 2002 (the “Agreement”), is made by and among the Partners of Rankin Associates II, L.P., a Delaware limited partnership (the “Partnership”).

RECITALS:

WHEREAS, the Partnership owns interests in Hyster-Yale Materials Handling, Inc., a Delaware corporation (“HY”); and

WHEREAS, the Partners of the Partnership deem it advisable to add certain language, by this Addendum, to the Agreement to account for the HY interests owned by it.

AGREEMENTS:

In consideration of the mutual promises, covenants and agreements set forth in this Addendum, the Partners of the Partnership agree as follows:

1.        The following Sections shall apply in place of those same numbered Sections currently set forth in the Agreement but only with respect to the HY interest(s) owned by the Partnership, and the Sections currently set forth in the Agreement shall continue to apply with respect to all other interests owned by the Partnership (including NACCO, as defined in the Agreement) and shall not be modified in any way by this Addendum:

Section 1.3

“1.3     “Applicable HY Class A Closing Price Average” means the average of the closing prices of the HY Class A Shares on the New York Stock Exchange (or on the principal national securities exchange or automated quotation system of national securities dealers on which the HY Class A Shares may then be traded) on the five trading dates preceding the relevant Starting Date as reported in The Wall Street Journal (or, if such periodical is not then published, the most comparable periodical then being published).”

Section 1.14

“1.14    “Fair Market Value” means the price at which the property being valued would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell and both being reasonably informed of the relevant factors and in light of the circumstances and prospects surrounding the business of the Partnership. A determination of the Fair Market Value of Partnership Interests shall take into consideration appropriate discounts for

lack of marketability and minority interest related to such Partnership Interests, but will not take into consideration the affect of any liquidity provided by the provisions of Section 7.4. A determination of the Fair Market Value of Partnership Property shall not take into consideration any HY Class A Shares or HY Class B Shares not owned by the Partnership.”

Section 1.31

“1.31     “HY” means Hyster-Yale Materials Handling, Inc., a Delaware corporation.”

Section 1.32

“1.32     “HY Class A Shares” means shares of Class A Common Stock, par value $0.01 per share, of HY.”

Section 1.33

“1.33     “HY Class B Shares” means shares of Class B Common Stock, par value $0.01 per share, of HY.”

Section 1.34

“1.34     “HY Stockholders’ Agreement” means the Stockholders’ Agreement, dated as of September 28, 2012, by and among HY, as HY and as depository, and the Participating Stockholders (as such term is defined therein), as amended from time to time.”

Section 1.35

“1.35     “HY Restated Certificate” means the Second Amended and Restated Certificate of Incorporation of HY, filed with the Secretary of State of the State of Delaware on September 26, 2012, as amended. References to specific sections of the HY Restated Certificate shall be deemed to include references to provisions addressing the same or similar subject matter of any amendment or amendment and restatement of the HY Restated Certificate that becomes effective after the date hereof.”

Section 4.5(b)

      “(b) All distributions shall be made in proportion to the Partners’ Partnership Percentages except (i) when the Managing Partner by majority vote of its Board of Directors approves the disproportionate distribution, or (ii) with respect to any payment of HY Class A Shares or HY Class B Shares by the Partnership pursuant to Section 7.7(a). The Managing Partner is encouraged to consider disproportionate distributions to defray the income tax liabilities resulting from special allocations under Section 704(c) of the Code, but such disproportionate distributions shall not be required. Subject to Section 4.5(a) of this Agreement, the Managing Partner is expressly authorized to make monthly or other periodic draws with respect to one or more, but not necessarily all, of the Partners, on the condition that compensating distributions, determined with or without interest in the discretion of the Managing Partner, shall be made to the other Partners on or before the end of March of the following calendar year so that the total draws and compensating distributions shall be proportionate. For

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all purposes of this Agreement, except as provided in the immediately preceding sentence or Section 1.49(f), a distribution among the Partners which is not in proportion to Partnership Percentages shall be regarded as disproportionate. In the event that a disproportionate distribution occurs, the Managing Partner shall appropriately adjust the Capital Accounts of the Partners to reflect such disproportionate distribution. This adjustment of Capital Accounts, and thus Partnership Interests, shall be in addition to the adjustment in Partnership Percentages.”

Section 5.2

“5.2    Management of Partnership Property Consisting of HY Stock.

   (a)    The Managing Partner by the approval of a majority of its Board of Directors shall direct the voting of the HY Class A Shares and HY Class B Shares held by the Partnership and may authorize the Partnership to enter into a voting arrangement with respect to any or all of such HY Class A Shares and HY Class B Shares.

   (b)    The Partnership will not Transfer any HY Class B Shares without the consent of a majority of the Board of Directors of the Managing Partner and the consent of Partners owning more than 75% of all Partnership Interests.

   (c)    The Partnership shall not Transfer any HY Class A Shares, other than to acquire HY Class B Shares, without the consent of a majority of the Board of Directors of the Managing Partner and the consent of Partners owning more than 75% of all Partnership Interests.”

Section 7.2

“7.2     Restriction on Transfers. Except as otherwise provided in this Agreement, no Partner shall, either during the Partner’s lifetime or upon the Partner’s death, Transfer any of the Partnership Interests now owned or hereafter acquired by such Partner. Moreover, no Partner shall Transfer or attempt to Transfer any Partnership Interest if such Transfer or attempted Transfer is contrary to the provisions of the HY Restated Certificate or HY Stockholders’ Agreement. In the event of any purported or attempted Transfer of Partnership Interests that does not comply with this Agreement, the purported transferee or successor by operation of law shall not be deemed to be a Partner of the Partnership for any purpose and shall not be entitled to any of the rights of a Partner of the Partnership, including, without limitation, the right to vote the Partnership Interests or to receive a certificate for Partnership Interests or any distributions of any kind on or with respect to Partnership Interests. Any purported or attempted Transfer of Partnership Interests made other than in accordance with the provisions of this Agreement shall be void ab initio and the last holder of record who acquired such Partnership Interests in a manner not contrary to the provisions of this Agreement shall be recognized as the holder of such Partnership Interests for all purposes and the Partnership Interests shall continue to be treated as Partnership Interests for all purposes under this Agreement, shall be deemed owned by such recognized holder for purposes of the operation of this Agreement and shall continue to be subject to the terms of this Agreement.”

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Section 7.7

“7.7     Terms of Sale. The Purchase Price for all Partnership Interests purchased pursuant to Section 7.4 or Section 7.5 of this Agreement shall be paid at the Closing, as follows:

    (a)     If the purchaser is the Partnership, the Partnership, at its election, may pay its portion of the Purchase Price in HY Class B Shares, HY Class A Shares, immediately available United States Funds, or any combination of such consideration as follows:

    (b)     If the purchaser is a Partner, such Partner may pay its portion of the Purchase Price in HY Class A Shares, immediately available United States Funds, or any combination of such consideration as follows:

Section 9.1

“9.1     Dissolution and Termination. The Partnership shall continue for the term described in Section 2.4 hereof, unless earlier dissolved (a) with the consent of the Managing Partner and Partners owning more than ninety percent (90%) of all Partnership Interests, or (b) upon the bankruptcy of a General Partner unless the continuation of the Partnership is agreed to

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in writing by all other General Partners, if any, or by Partners holding more than fifty percent (50%) of all Capital Accounts and all Partnership Percentages (exclusive of the Capital Accounts and Partnership Percentages of the bankrupt General Partner), or with the consent of the Managing Partner, upon the Transfer of substantially all of the HY Class A Shares and HY Class B Shares held by the Partnership. In the event that the Partnership is dissolved, the assets of the Partnership shall be liquidated as promptly as is consistent with obtaining the Fair Market Value thereof, and the proceeds therefrom, together with any assets distributed in kind, shall be distributed first to creditors to satisfy all debts and liabilities of the Partnership other than loans or advances made by the Partners to the Partnership, then to the establishment of reserves deemed reasonably necessary to satisfy contingent or unforeseen liabilities or obligations of the Partnership, then to the repayment of any loans or advances made by the Partners to the Partnership, with the balance, if any, to be distributed in accordance with the balances in each Partner’s Capital Account at that time. Solely for the purposes of determining the balances of the Partners’ Capital Accounts at that time, any Partnership Property that is distributed in kind shall be treated as though such Partnership Property were sold for its Fair Market Value as of the date of distribution, as determined by an independent appraiser. Upon completion of the foregoing, the Partnership shall be terminated.”

Section 10.1

“10.1     Grant of Power. Each Partner by his, her or its signature below irrevocably makes, constitutes and appoints the Managing Partner, and each of them, his, her or its true and lawful attorney in his, her or its name, place and stead in any capacities, with the power from time to time to substitute or resubstitute one or more others as such attorney, and to make, execute, swear to, acknowledge, verify, deliver, file, record and publish any and all documents, certificates or other instruments which may be required or deemed desirable by the Managing Partner to (a) effectuate the provisions of any part of this Agreement or any amendments to this Agreement, (b) enable the Partnership to conduct its business, (c) comply with any applicable law in connection with the Partnership’s conduct of its business, (d) retain professional services, including accounting and legal counsel, for the Partnership (including, without limitation, the waiver on behalf of the Partnership and each Partner of any conflict arising from such professional’s representation of another client on matters in which the interests of the Partnership, any Partner or any affiliate of the Partnership or any Partner may be adverse to such other client), or (e) to execute any and all statements under Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended, of beneficial ownership of HY Class A Shares and/or HY Class B Shares, subject to the HY Stockholders’ Agreement, as amended from time to time, including all statements on Schedule 13D and all amendments thereto, all joint filing agreements pursuant to Rule 13d-l(f)(iii) under such Act in connection with such statements, all initial statements of and changes of beneficial ownership on Form 3 and any and all other documents to be filed with the Securities and Exchange Commission, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission. Each Partner grants to said attorney or attorneys-in-fact, and each of them, full power and authority to do so and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitutes or resubstitutes, may lawfully do or cause to be done by virtue of this Section 10.”

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2.     This Addendum shall be (and hereby is) incorporated into and made a part of the Agreement.

3.     This Addendum shall be governed by and construed in accordance with the laws of the State of Delaware.

4.     This Addendum may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature pages follow]

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SIGNATURE PAGE

IN WITNESS WHEREOF, the Partners have hereunto set their hands and seals as of the day and year first above written.

Limited Partners (See Attached Pages)

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

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

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

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Trust created under the Agreement dated June 1, 1995, as supplemented, amended, and restated, between Chloe O. Rankin, as trustee, and Chloe O. Rankin, creating a trust for the benefit of Chloe O. Rankin

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Trust created by the Agreement, dated January 13, 1998, as supplemented, amended and restated, between Chloe R. (Rankin) Seelbach, as trustee, and Chloe R. (Rankin) Seelbach, creating a trust for the benefit of Chloe R. (Rankin) Seelbach

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

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

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

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Trust created by the Agreement, dated December 21, 2004, as supplemented, amended, and restated, between Julia R. (Rankin) Kuipers, as trustee, and Julia R. (Rankin) Kuipers, creating a trust for

the benefit of Julia R. (Rankin) Kuipers

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

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Trust created by the Agreement, dated August 25, 2000, as supplemented, amended and restated, between Claiborne R. Rankin, Jr. as trustee, and Claiborne R. Rankin, Jr., creating a trust for the benefit of Claiborne R. Rankin, Jr.

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

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Trust created by the Agreement, dated September 11, 2000, as supplemented, amended, and restated, between Alison A. Rankin, as trustee, and Alison A. Rankin, creating a trust for the benefit of Alison A. Rankin

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

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

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

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

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Trust created by the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Bruce T. Rankin, creating a trust for the benefit of Bruce T. Rankin

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Exhibit 14

ADDENDUM TO THE

LIMITED PARTNERSHIP AGREEMENT

OF

RANKIN ASSOCIATES II, L.P.

This Addendum (this “Addendum”), dated as of December 12, 2017, to Limited Partnership Agreement of Rankin Associates II, L.P., dated as of February 6, 1998, as amended as of December 26, 2001 and December 17, 2002, with prior addendum thereto dated as of October 28, 2016 (the “Agreement”), is made by and among the Partners of Rankin Associates II, L.P., a Delaware limited partnership (the “Partnership”).

RECITALS:

WHEREAS, The Partnership, in addition to other limited partnerships owned and controlled by the Rankin Family, previously, by addendum, added language to their respective limited partnership agreements to account for the ownership of interests in Hyster-Yale Materials Handling, Inc., a Delaware corporation, an entity spun-off by NACCO Industries, Inc., a Delaware corporation, that each such limited partnership has or may have in the future; and

WHEREAS, some of those limited partnerships are now, by separate addendum, again having language added to their respective limited partnership agreements to account for the ownership of interests in Hamilton Beach Brands Holding Company, a Delaware corporation (“HBB”), an entity spun-off by NACCO Industries, Inc., a Delaware corporation, that each such limited partnership currently has or may have in the future; and

WHEREAS, the Partners of the Partnership intend for the Partnership to own interests in HBB; and

WHEREAS, the Partners of the Partnership deem it advisable to add certain language to the Agreement to account for the HBB interests owned by it, and the Partners deem it advisable to add such language to the Agreement via this Addendum so that the Agreement and this Addendum are consistent with and conform to the form of limited partnership agreements (and prior addenda) utilized by the other Rankin Family limited partnerships.

AGREEMENTS:

In consideration of the mutual promises, covenants and agreements set forth in this Addendum, the Partners of the Partnership agree as follows:

1.      The following Sections shall apply in place of those same numbered Sections currently set forth in the Agreement but only with respect to the HBB interest(s) owned by the Partnership, and the Sections currently set forth in the Agreement shall continue to apply with respect to all other interests owned by the Partnership:

Section 1.3

“1.3    “Applicable HBB Class A Closing Price Average” means the average of the closing prices of the HBB Class A Shares on the New York Stock Exchange (or on the principal national securities exchange or automated quotation system of national securities dealers on which the HBB Class A Shares may then be traded) on the five trading dates preceding the relevant Starting Date as reported in The Wall Street Journal (or, if such periodical is not then published, the most comparable periodical then being published).”

Section 1.14

“1.14    “Fair Market Value” means the price at which the property being valued would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell and both being reasonably informed of the relevant factors and in light of the circumstances and prospects surrounding the business of the Partnership. A determination of the Fair Market Value of Partnership Interests shall take into consideration appropriate discounts for lack of marketability and minority interest related to such Partnership Interests, but will not take into consideration the affect of any liquidity provided by the provisions of Section 7.4. A determination of the Fair Market Value of Partnership Property shall not take into consideration any HBB Class A Shares or HBB Class B Shares not owned by the Partnership.”

Section 1.31

“1.31    “HBB” means Hamilton Beach Brands Holding Company, a Delaware corporation.”

Section 1.32

“1.32    “HBB Class A Shares” means shares of Class A Common Stock, par value $0.01 per share, of HBB.”

Section 1.33

“1.33    “HBB Class B Shares” means shares of Class B Common Stock, par value $0.01 per share, of HBB.”

Section 1.34

“1.34    “HBB Stockholders’ Agreement” means the Stockholders’ Agreement, dated as of September 29, 2017, by and among HBB, as HBB and as depository, and the Participating Stockholders (as such term is defined therein), as amended from time to time.”

Section 1.35

“1.35    “HBB Restated Certificate” means the Amended and Restated Certificate of Incorporation of HBB, filed with the Secretary of State of the State of Delaware on September 22, 2017. References to specific sections of the HBB Restated Certificate shall be deemed to include references to provisions addressing the same or similar subject matter of any amendment or

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amendment and restatement of the HBB Restated Certificate that becomes effective after the date hereof.”

Section 4.5(b)

“(b)      All distributions shall be made in proportion to the Partners’ Partnership Percentages except (i) when the Managing Partner by majority vote of its Board of Directors approves the disproportionate distribution, or (ii) with respect to any payment of HBB Class A Shares or HBB Class B Shares by the Partnership pursuant to Section 7.7(a). The Managing Partner is encouraged to consider disproportionate distributions to defray the income tax liabilities resulting from special allocations under Section 704(c) of the Code, but such disproportionate distributions shall not be required. Subject to Section 4.5(a) of this Agreement, the Managing Partner is expressly authorized to make monthly or other periodic draws with respect to one or more, but not necessarily all, of the Partners, on the condition that compensating distributions, determined with or without interest in the discretion of the Managing Partner, shall be made to the other Partners on or before the end of March of the following calendar year so that the total draws and compensating distributions shall be proportionate. For all purposes of this Agreement, except as provided in the immediately preceding sentence or Section 1.49(f), a distribution among the Partners which is not in proportion to Partnership Percentages shall be regarded as disproportionate. In the event that a disproportionate distribution occurs, the Managing Partner shall appropriately adjust the Capital Accounts of the Partners to reflect such disproportionate distribution. This adjustment of Capital Accounts, and thus Partnership Interests, shall be in addition to the adjustment in Partnership Percentages.”

Section 5.2

“5.2    Management of Partnership Property Consisting of HBB Stock.

(a)      The Managing Partner by the approval of a majority of its Board of Directors shall direct the voting of the HBB Class A Shares and HBB Class B Shares held by the Partnership and may authorize the Partnership to enter into a voting arrangement with respect to any or all of such HBB Class A Shares and HBB Class B Shares.

(b)      The Partnership will not Transfer any HBB Class B Shares without the consent of a majority of the Board of Directors of the Managing Partner and the consent of Partners owning more than 75% of all Partnership Interests.

(c)      The Partnership shall not Transfer any HBB Class A Shares, other than to acquire HBB Class B Shares, without the consent of a majority of the Board of Directors of the Managing Partner and the consent of Partners owning more than 75% of all Partnership Interests.”

Section 7.2

“7.2    Restriction on Transfers. Except as otherwise provided in this Agreement, no Partner shall, either during the Partner’s lifetime or upon the Partner’s death, Transfer any of the Partnership Interests now owned or hereafter acquired by such Partner. Moreover, no Partner shall Transfer or attempt to Transfer any Partnership Interest if such Transfer or attempted Transfer is contrary to the provisions of the HBB Restated Certificate or HBB Stockholders’ Agreement. In

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the event of any purported or attempted Transfer of Partnership Interests that does not comply with this Agreement, the purported transferee or successor by operation of law shall not be deemed to be a Partner of the Partnership for any purpose and shall not be entitled to any of the rights of a Partner of the Partnership, including, without limitation, the right to vote the Partnership Interests or to receive a certificate for Partnership Interests or any distributions of any kind on or with respect to Partnership Interests. Any purported or attempted Transfer of Partnership Interests made other than in accordance with the provisions of this Agreement shall be void ab initio and the last holder of record who acquired such Partnership Interests in a manner not contrary to the provisions of this Agreement shall be recognized as the holder of such Partnership Interests for all purposes and the Partnership Interests shall continue to be treated as Partnership Interests for all purposes under this Agreement, shall be deemed owned by such recognized holder for purposes of the operation of this Agreement and shall continue to be subject to the terms of this Agreement.”

Section 7.7

“7.7    Terms of Sale. The Purchase Price for all Partnership Interests purchased pursuant to Section 7.4 or Section 7.5 of this Agreement shall be paid at the Closing, as follows:

(a)      If the purchaser is the Partnership, the Partnership, at its election, may pay its portion of the Purchase Price in HBB Class B Shares, HBB Class A Shares, immediately available United States Funds, or any combination of such consideration as follows:

(b)      If the purchaser is a Partner, such Partner may pay its portion of the Purchase Price in HBB Class A Shares, immediately available United States Funds, or any combination of such consideration as follows:

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(A) the portion of the Purchase Price payable in HBB Class A Shares, divided by (B) the Applicable HBB Class A Closing Price Average; and

Section 9.1

“9.1    Dissolution and Termination. The Partnership shall continue for the term described in Section 2.4 hereof, unless earlier dissolved (a) with the consent of the Managing Partner and Partners owning more than ninety percent (90%) of all Partnership Interests, or (b) upon the bankruptcy of a General Partner unless the continuation of the Partnership is agreed to in writing by all other General Partners, if any, or by Partners holding more than fifty percent (50%) of all Capital Accounts and all Partnership Percentages (exclusive of the Capital Accounts and Partnership Percentages of the bankrupt General Partner), or with the consent of the Managing Partner, upon the Transfer of substantially all of the HBB Class A Shares and HBB Class B Shares held by the Partnership. In the event that the Partnership is dissolved, the assets of the Partnership shall be liquidated as promptly as is consistent with obtaining the Fair Market Value thereof, and the proceeds therefrom, together with any assets distributed in kind, shall be distributed first to creditors to satisfy all debts and liabilities of the Partnership other than loans or advances made by the Partners to the Partnership, then to the establishment of reserves deemed reasonably necessary to satisfy contingent or unforeseen liabilities or obligations of the Partnership, then to the repayment of any loans or advances made by the Partners to the Partnership, with the balance, if any, to be distributed in accordance with the balances in each Partner’s Capital Account at that time. Solely for the purposes of determining the balances of the Partners’ Capital Accounts at that time, any Partnership Property that is distributed in kind shall be treated as though such Partnership Property were sold for its Fair Market Value as of the date of distribution, as determined by an independent appraiser. Upon completion of the foregoing, the Partnership shall be terminated.”

Section 10.1

“10.1    Grant of Power. Each Partner by his, her or its signature below irrevocably makes, constitutes and appoints the Managing Partner, and each of them, his, her or its true and lawful attorney in his, her or its name, place and stead in any capacities, with the power from time to time to substitute or resubstitute one or more others as such attorney, and to make, execute, swear to, acknowledge, verify, deliver, file, record and publish any and all documents, certificates or other instruments which may be required or deemed desirable by the Managing Partner to (a) effectuate the provisions of any part of this Agreement or any amendments to this Agreement, (b) enable the Partnership to conduct its business, (c) comply with any applicable law in connection with the Partnership’s conduct of its business, (d) retain professional services, including accounting and legal counsel, for the Partnership (including, without limitation, the waiver on behalf of the Partnership and each Partner of any conflict arising from such professional’s representation of another client on matters in which the interests of the Partnership, any Partner or any affiliate of the Partnership or any Partner may be adverse to such other client), or (e) to execute any and all statements under Section 13 or Section 16 of the Securities Exchange Act of 1934, as amended, of beneficial ownership of HBB Class A Shares and/or HBB Class B Shares, subject to the HBB Stockholders’ Agreement, as amended from time to time, including all statements on Schedule

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13D and all amendments thereto, all joint filing agreements pursuant to Rule 13d-l(f)(iii) under such Act in connection with such statements, all initial statements of and changes of beneficial ownership on Form 3 and any and all other documents to be filed with the Securities and Exchange Commission, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission. Each Partner grants to said attorney or attorneys-in-fact, and each of them, full power and authority to do so and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitutes or resubstitutes, may lawfully do or cause to be done by virtue of this Section 10.”

2.      This Addendum shall be (and hereby is) incorporated into and made a part of the Agreement.

3.      This Addendum shall be governed by and construed in accordance with the laws of the State of Delaware.

4.      This Addendum may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature pages follow]

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SIGNATURE PAGE

IN WITNESS WHEREOF, the Partners have hereunto set their hands and seals as of the day and year first above written.

Limited Partners (See Attached Pages)

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Trust created by the Agreement, dated September 28, 2000,

as supplemented, amended and restated, between

Alfred M. Rankin, Jr., as trustee and Alfred M. Rankin, Jr.

creating a trust for the benefit of Alfred M. Rankin, Jr.

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Trust created by the Agreement, dated December 29, 1989,

as supplemented, amended and restated, between

Helen P. (Rankin) Butler, as trustee, and Helen P. (Rankin)

Butler, creating a trust for the benefit of Helen P. (Rankin) Butler

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Trust created by the Agreement, dated June 17, 1999, between

John C. Butler, Jr., as trustee, and John C. Butler, Jr., creating a

trust for the benefit of John C. Butler, Jr.

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

between John C. Butler, Jr., as trustee, and Helen Rankin Butler,

creating a trust for the benefit of Clara Rankin Butler

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

between John C. Butler, Jr., as trustee, and Helen Rankin Butler,

creating a trust for the benefit of Griffin Bedwell Butler

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Trust created by the Agreement, dated December 29, 1989, as

supplemented, amended and restated, between Clara T. (Rankin)

Williams, as trustee, and Clara T. (Rankin) Williams, creating a

trust for the benefit of Clara T. (Rankin) Williams

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Margo Jamison Victoire Williams 2004 Trust, dated

December 10, 2004, between David B. H. Williams, as trustee,

and Clara Rankin Williams, creating a trust for the benefit

of Margo Jamison Victoire Williams

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Helen Charles Williams 2004 Trust, dated December 10, 2004,

between David B. H. Williams as trustee, and Clara Rankin

Williams, creating a trust for the benefit of Helen Charles Williams

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Trust created by the Agreement, dated December 29, 1967, as

supplemented, amended and restated, between Thomas T. Rankin,

as trustee, and Thomas T. Rankin, creating a trust for the benefit of

Thomas T. Rankin

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Trust created by the Agreement, dated December 20, 1993, as

supplemented, amended, and restated, between Matthew M. Rankin,

as trustee, and Matthew M. Rankin, creating a trust for the benefit of

Matthew M. Rankin

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Trust created by the Agreement, dated May 10, 2007, between

Matthew M. Rankin, as co-trustee, and James T. Rankin, as co-trustee,

creating a trust for the benefit of Mary Marshall Rankin

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Trust created by the Agreement, dated May 10, 2007, between

Matthew M. Rankin, as co-trustee, and James T. Rankin, as co-

trustee, creating a trust for the benefit of William Alexander

Rankin

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Trust created by the Agreement, dated August 20, 2009 between

James T. Rankin, as trustee, and James T. Rankin, creating a trust

for the benefit of James T. Rankin

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Thomas P. K. Rankin, trustee of the trust created by the agreement,

dated February 2, 2011, as supplemented, amended, and restated,

between Thomas P. K. Rankin, as trustee, and Thomas P. K. Rankin,

creating a trust for the benefit of Thomas P. K. Rankin

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Trust created by the Agreement, dated June 22, 1971, as

supplemented, amended and restated, between Claiborne R. Rankin,

as trustee, and Claiborne R. Rankin, creating a trust for the

benefit of Claiborne R. Rankin

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Trust created under the Agreement dated June 1, 1995, as

supplemented, amended, and restated, between Chloe O. Rankin,

as trustee, and Chloe O. Rankin, creating a trust for the

benefit of Chloe O. Rankin

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Trust created by the Agreement, dated January 13, 1998, as

supplemented, amended and restated, between Chloe R.

(Rankin) Seelbach, as trustee, and Chloe R. (Rankin) Seelbach,

creating a trust for the benefit of Chloe R. (Rankin) Seelbach

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Trust created by the Agreement, dated December 21, 2004,

between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin,

creating a trust for the benefit of Taplin Elizabeth Seelbach

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Trust created by the Agreement, dated December 21, 2004

between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin,

creating a trust for the benefit of Isabelle Scott Seelbach

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Trust created by the Agreement, dated December 21, 2004

between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin,

creating a trust for the benefit of Thomas Wilson Seelbach

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Trust created by the Agreement, dated December 21, 2004, as

supplemented, amended, and restated, between Julia R. (Rankin)

Kuipers, as trustee, and Julia R. (Rankin) Kuipers, creating a trust for

the benefit of Julia R. (Rankin) Kuipers

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Claiborne R. Rankin Trust for children of Julia R. Kuipers dated

December 27, 2013 under Custody Agreement dated

December 27, 2013 fbo Evelyn R. Kuipers

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Trust created by the Agreement, dated August 25, 2000, as

supplemented, amended and restated, between Claiborne R. Rankin,

Jr. as trustee, and Claiborne R. Rankin, Jr., creating a trust for the

benefit of Claiborne R. Rankin, Jr.

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Trust created by the Agreement, dated September 11, 1973, as

supplemented, amended and restated, between Roger F. Rankin,

as trustee, and Roger F. Rankin, creating a trust for the benefit

of Roger F. Rankin

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Trust created by the Agreement, dated September 11, 2000, as

supplemented, amended, and restated, between Alison A. Rankin,

as trustee, and Alison A. Rankin, creating a trust for the benefit of

Alison A. Rankin

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Alison A. Rankin as trustee fbo A. Farnham Rankin under

Irrevocable Trust No. 1, dated December 18, 1997 with

Roger Rankin, Grantor

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Alison A. Rankin, as trustee under Irrevocable Trust No 2,

dated September 11, 2000, for the benefit of A. Farnham Rankin

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Alison A. Rankin as trustee fbo Elisabeth M. Rankin under

Irrevocable Trust No. 1, dated December 18, 1997 with

Roger F. Rankin, Grantor

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Alison A. Rankin, as trustee under Irrevocable Trust No. 2, dated

September 11, 2000, for the benefit of Elisabeth M. Rankin

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Trust created by the Agreement, dated September 28, 2000, as

supplemented, amended and restated, between Alfred M. Rankin, Jr.,

as trustee, and Bruce T. Rankin, creating a trust for the benefit of

Bruce T. Rankin

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The David B. H. Williams Trust, David B. H. Williams Trustee,

under agreement dated October 14, 2009

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Vested Trust for Margaret Pollard Rankin under agreement dated

December 4, 2015

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Vested Trust for James T. Rankin, Jr. under agreement dated

December 4, 2015

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Trust for the benefit of Matilda Alan Kuipers u/a Claiborne R.

Rankin, dated December 27, 2013

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Trust for the benefit of Claiborne Read Rankin III u/a Claiborne R.

Rankin, dated August 26, 2016

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