Page 30 of 34 – SEC Filing
| CUSIP No. 40701LT 203 | Schedule 13D | Page 30 of 34 Pages |
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 which 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 Shareholders Agreement.
Transfer Restriction Agreement
Under the terms of the Transfer Restriction Agreement, dated as of September 29, 2017 (the TRA), filed as
Exhibit 5 hereto and incorporated herein by reference, the Issuer, NACCO, and certain signatories thereto have agreed to certain restrictions on transactions involving securities of the Issuer or NACCO. Absent a ruling from the Internal Revenue
Service (IRS), an unqualified tax opinion from approved counsel, or approval by the Issuer as the administrator of the TRA, the TRA prohibits members of NACCOs extended founding family, for a two-year period following
the Spin-off, from (a) acquiring any stock of either NACCO or the Issuer (other than acquisitions of stock pursuant to an equity compensation plan of either NACCO or Issuer) 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 Issuer voting power
will be converted to a 35-percent limitation if NACCO or Issuer 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.
Rankin Associates II, L.P.
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 6 hereto and incorporated herein by reference, as amended by that certain Amendment No. 1 to Limited Partnership Agreement of
Rankin II, dated as of December 26, 2001, filed as Exhibit 7 hereto and incorporated herein by reference, and as amended by that certain Amendment No. 2 to Limited Partnership Agreement of Rankin II, dated as of December 17, 2002,
filed as Exhibit 8 hereto and incorporated herein by reference, 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.
Rankin Associates IV, L.P.
Under the terms of the Amended and Restated Rankin IV Partnership Agreement, dated as of February 7, 2005 (as amended, the
Rankin IV Partnership Agreement), filed as Exhibit 9 hereto and incorporated herein by reference, 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 10 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 October 28, 2016, filed as Exhibit
11 hereto and incorporated herein by reference, the general partners
