Exhibit 11

AMENDMENT TO STOCKHOLDERS’ AGREEMENT

This AMENDMENT TO STOCKHOLDERS’ AGREEMENT, dated as of December 2, 2016 (this “Amendment”), by and among the Depository, Hyster-Yale Materials Handling, Inc., a Delaware corporation (the “Corporation”), the new Participating Stockholder(s) identified on the signature pages hereto (a “New Participating Stockholder”) and the Participating Stockholders under the Stockholders’ Agreement, dated as of September 28, 2012, as amended (the “Stockholders’ Agreement”), by and among the Depository, the Corporation and the Participating Stockholders. Capitalized terms defined in the Stockholders’ Agreement are used herein as so defined.

This Amendment sets forth the terms and conditions on which each New Participating Stockholder will join in and become a party to the Stockholders’ Agreement.

Pursuant to Section 8 of the Stockholders’ Agreement, prior to the acquisition of Class B Common Stock by a Permitted Transferee, the Stockholders’ Agreement may be amended to add a Permitted Transferee as a Participating Stockholder by a writing signed by the Signatories, the Corporation and such Permitted Transferee.

In consideration of the mutual promises hereinafter set forth and other good and valuable consideration had and received, the parties hereto agree as follows:

1. Representations and Warranties . Each New Participating Stockholder represents and warrants to the other Participating Stockholders and the Corporation as follows:

(a) The New Participating Stockholder is the beneficial owner of, or simultaneously with the execution hereof will acquire and be deemed to be the beneficial owner of, the shares of Class B Common Stock identified below such New Participating Stockholder’s name on the signature pages hereto (except as otherwise described thereon), and except as otherwise described thereon such New Participating Stockholder does not own of record or beneficially or have any interest in any other shares of Class B Common Stock or any options to purchase or rights to subscribe or otherwise acquire any other shares of Class B Common Stock other than pursuant to the Stockholders’ Agreement;

(b) The New Participating Stockholder has the right, power and authority to execute and deliver this Amendment and to perform such New Participating Stockholder’s obligations hereunder and under the Stockholders’ Agreement; if this Amendment is being executed by a trustee on behalf of a trust, such trustee has full right, power and authority to enter into this Amendment on behalf of the trust and to bind the trust and its beneficiaries to the terms hereof; if this Amendment is being executed on behalf of a Participating Stockholder Organization, the person executing this Amendment is a duly authorized representative of such Participating Stockholder Organization with full right, power and authority to execute and deliver this Amendment on behalf of such Participating Stockholder Organization and to bind such Participating Stockholder Organization to the terms hereof; the execution, delivery and performance of this Amendment by such New Participating Stockholder will not constitute a violation of, conflict with or result in a default under (i) any contract, understanding or arrangement to which such New Participating Stockholder is a party or by which such New Participating

Stockholder is bound or require the consent of any other person or any party pursuant thereto; (ii) any organizational, charter or other governance documents (including, without limitation, any partnership agreement, certificate of incorporation, or bylaws) of the New Participating Stockholder, (iii) any judgment, decree or order applicable to such New Participating Stockholder; or (iv) any law, rule or regulation of any governmental body;

(c) This Amendment and the Stockholders’ Agreement constitute legal, valid and binding agreements on the part of such New Participating Stockholder; the shares of Class B Common Stock owned beneficially by such New Participating Stockholder are fully paid and nonassessable; and

(d) The shares of Class B Common Stock owned beneficially by the New Participating Stockholder are now held by the New Participating Stockholder, free and clear of all adverse claims, liens, encumbrances and security interests (except as created by the Stockholders’ Agreement and any Amendments thereto, including this Amendment, and the Restated Certificate).

2. Address for Notices . The address for all notices to each New Participating Stockholder provided pursuant to the Stockholders’ Agreement shall be the address set forth below such New Participating Stockholder’s name on the signature pages hereto, or to such other address as such New Participating Stockholder may specify to the Depository.

3. Agreement to be Bound by Stockholders’ Agreement . Each New Participating Stockholder agrees to be bound by all of the terms and provisions of the Stockholders’ Agreement applicable to Participating Stockholders.

4. Beneficiaries . Each New Participating Stockholder acknowledges that the Corporation and each Participating Stockholder is a beneficiary of this Amendment.

5. Amendment of Stockholders’ Agreement . The Stockholders’ Agreement is hereby amended to add the New Participating Stockholder as a Participating Stockholder.

6. Signature of Amendment by Trusts, Minors and Incompetents .

(a) In order for a trust exclusively (as defined in Section 1.11 of the Stockholders’ Agreement) for the benefit of a Family Member or Members to be considered a Participating Stockholder:

(i) the trustee and all adult beneficiaries of such trusts having a current trust interest (as well as all Charitable Organization beneficiaries having a current trust interest) shall have previously signed the Stockholders’ Agreement or shall sign this Amendment as a Participating Stockholder;

(ii) the trustee and a parent or legal guardian, for trusts with minor beneficiaries having a current trust interest, shall sign this Amendment on behalf of any such minor beneficiaries; or

(iii) the trustee and legal guardian, if any, for trusts with incompetent beneficiaries having a current trust interest, shall sign this Amendment on behalf of any such incompetent beneficiaries.

(b) If, at any time, any trust shall have an adult beneficiary (and such beneficiary is not incompetent) having a current trust interest or an ascertainable Charitable Organization beneficiary having a current trust interest and if such beneficiary has not previously signed the Stockholders’ Agreement, then if such beneficiary shall fail or be unable to sign this Amendment for a period of 30 calendar days following notification to such beneficiary of the terms of this Amendment and the Stockholders’ Agreement by the Depository and following signature of this Amendment by the trustee, the trust shall thereupon cease to be a Participating Stockholder and Section 3.2 of the Stockholders’ Agreement shall then apply as if the shares of Class B Common Stock held by the trust were then to be converted. The donor of a trust that is revocable by the donor alone, during the lifetime of such donor, shall be considered the only beneficiary thereof so long as such trust is so revocable.

(c) In the case of Class B Common Stock held by a custodian under the Uniform Transfers to Minors Act (or the practical equivalent thereof) for the benefit of a minor Family Member, the custodian shall sign this Amendment on behalf of such minor if such minor is to be considered a Participating Stockholder.

(d) In the case of Class B Common Stock held in the name of a minor Family Member, a parent or legal guardian of such minor shall sign this Amendment on behalf of such minor if such minor is to be considered a Participating Stockholder.

(e) In the case of Class B Common Stock held in the name of an incompetent Family Member, the legal guardian of such incompetent shall sign this Amendment on behalf of such incompetent if such incompetent is to be considered a Participating Stockholder.

(f) When a minor described in Section 6(c) or (d) reaches the age of majority, or an incompetent described in Section 6(e) is no longer impaired by such disability and has reached the age of majority, such Family Member shall execute and deliver an Amendment which has been executed and delivered by the Participating Stockholders (or their attorney-in-fact), the Corporation and the Depository. If such Family Member shall fail or be unable to sign such Amendment for a period of 30 calendar days following notification to such Family Member of the terms of the Stockholders’ Agreement by the Depository, such Family Member shall thereupon cease to be a Participating Stockholder and Section 3.2 of the Stockholders’ Agreement shall then apply as if the shares of Class B Common Stock were then to be converted.

7. Power of Attorney . The undersigned New Participating Stockholder hereby constitutes and appoints Alfred M. Rankin, Jr., Kimberly J. Pustulka, and Suzanne Schulze Taylor and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and resubstitution, for the undersigned and in the name, place and stead of the undersigned, in any and all capacities to:

(a) execute any and all statements under Section 13 or Section 16 of the Securities Exchange Act of 1934 of beneficial ownership of shares of Class B Common Stock subject to the Stockholders’ Agreement as amended by this Amendment, including all statements on Schedule 13D and all amendments thereto, all joint filing agreements pursuant to Rule 13d-1(k) under such Exchange Act in connection with such statements, all initial statements of beneficial ownership on Form 3 and any and all other documents to be filed with the Securities and Exchange Commission, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and

(b) execute and deliver any and all Amendments whereby a Family Member, Charitable Organization or Participating Stockholder Organization becomes a Participating Stockholder or any other amendment to the Stockholders’ Agreement in accordance with Section 8 of the Stockholders’ Agreement, other than those amendments that (i) extend the term of the Stockholders’ Agreement or (ii) amend Section 2, 3, 4 or 8 of the Stockholders’ Agreement, thereby granting 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 7. The grant of this power of attorney shall not be affected by any disability of such undersigned New Participating Stockholder. If applicable law requires additional or substituted language or formalities (including witnesses or acknowledgments) in order to validate the power of attorney intended to be granted by this Section 7, each New Participating Stockholder agrees to execute and deliver such additional instruments and to take such further acts as may be necessary to validate such power of attorney.

8. Counterparts . This Amendment may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument, without production of the others.

IN WITNESS WHEREOF, each New Participating Stockholder, the Participating Stockholders, the Corporation and the Depository have executed this Amendment or caused this Amendment to be executed in their respective names, all as of the date and year first above written.

Exhibit A

PARTICIPATING STOCKHOLDERS

Exhibit 12

AMENDMENT TO STOCKHOLDERS’ AGREEMENT

This AMENDMENT TO STOCKHOLDERS’ AGREEMENT, dated as of December 22, 2016 (this “Amendment”), by and among the Depository, Hyster-Yale Materials Handling, Inc., a Delaware corporation (the “Corporation”), the new Participating Stockholder(s) identified on the signature pages hereto (a “New Participating Stockholder”) and the Participating Stockholders under the Stockholders’ Agreement, dated as of September 28, 2012, as amended (the “Stockholders’ Agreement”), by and among the Depository, the Corporation and the Participating Stockholders. Capitalized terms defined in the Stockholders’ Agreement are used herein as so defined.

This Amendment sets forth the terms and conditions on which each New Participating Stockholder will join in and become a party to the Stockholders’ Agreement.

Pursuant to Section 8 of the Stockholders’ Agreement, prior to the acquisition of Class B Common Stock by a Permitted Transferee, the Stockholders’ Agreement may be amended to add a Permitted Transferee as a Participating Stockholder by a writing signed by the Signatories, the Corporation and such Permitted Transferee.

In consideration of the mutual promises hereinafter set forth and other good and valuable consideration had and received, the parties hereto agree as follows:

1. Representations and Warranties . Each New Participating Stockholder represents and warrants to the other Participating Stockholders and the Corporation as follows:

(a) The New Participating Stockholder is the beneficial owner of, or simultaneously with the execution hereof will acquire and be deemed to be the beneficial owner of, the shares of Class B Common Stock identified below such New Participating Stockholder’s name on the signature pages hereto (except as otherwise described thereon), and except as otherwise described thereon such New Participating Stockholder does not own of record or beneficially or have any interest in any other shares of Class B Common Stock or any options to purchase or rights to subscribe or otherwise acquire any other shares of Class B Common Stock other than pursuant to the Stockholders’ Agreement;

(b) The New Participating Stockholder has the right, power and authority to execute and deliver this Amendment and to perform such New Participating Stockholder’s obligations hereunder and under the Stockholders’ Agreement; if this Amendment is being executed by a trustee on behalf of a trust, such trustee has full right, power and authority to enter into this Amendment on behalf of the trust and to bind the trust and its beneficiaries to the terms hereof; if this Amendment is being executed on behalf of a Participating Stockholder Organization, the person executing this Amendment is a duly authorized representative of such Participating Stockholder Organization with full right, power and authority to execute and deliver this Amendment on behalf of such Participating Stockholder Organization and to bind such Participating Stockholder Organization to the terms hereof; the execution, delivery and performance of this Amendment by such New Participating Stockholder will not constitute a violation of, conflict with or result in a default under (i) any contract, understanding or arrangement to which such New Participating Stockholder is a party or by which such New Participating

Stockholder is bound or require the consent of any other person or any party pursuant thereto; (ii) any organizational, charter or other governance documents (including, without limitation, any partnership agreement, certificate of incorporation, or bylaws) of the New Participating Stockholder, (iii) any judgment, decree or order applicable to such New Participating Stockholder; or (iv) any law, rule or regulation of any governmental body;

(c) This Amendment and the Stockholders’ Agreement constitute legal, valid and binding agreements on the part of such New Participating Stockholder; the shares of Class B Common Stock owned beneficially by such New Participating Stockholder are fully paid and nonassessable; and

(d) The shares of Class B Common Stock owned beneficially by the New Participating Stockholder are now held by the New Participating Stockholder, free and clear of all adverse claims, liens, encumbrances and security interests (except as created by the Stockholders’ Agreement and any Amendments thereto, including this Amendment, and the Restated Certificate).

2. Address for Notices . The address for all notices to each New Participating Stockholder provided pursuant to the Stockholders’ Agreement shall be the address set forth below such New Participating Stockholder’s name on the signature pages hereto, or to such other address as such New Participating Stockholder may specify to the Depository.

3. Agreement to be Bound by Stockholders’ Agreement . Each New Participating Stockholder agrees to be bound by all of the terms and provisions of the Stockholders’ Agreement applicable to Participating Stockholders.

4. Beneficiaries . Each New Participating Stockholder acknowledges that the Corporation and each Participating Stockholder is a beneficiary of this Amendment.

5. Amendment of Stockholders’ Agreement . The Stockholders’ Agreement is hereby amended to add the New Participating Stockholder as a Participating Stockholder.

6. Signature of Amendment by Trusts, Minors and Incompetents .

(a) In order for a trust exclusively (as defined in Section 1.11 of the Stockholders’ Agreement) for the benefit of a Family Member or Members to be considered a Participating Stockholder:

(i) the trustee and all adult beneficiaries of such trusts having a current trust interest (as well as all Charitable Organization beneficiaries having a current trust interest) shall have previously signed the Stockholders’ Agreement or shall sign this Amendment as a Participating Stockholder;

(ii) the trustee and a parent or legal guardian, for trusts with minor beneficiaries having a current trust interest, shall sign this Amendment on behalf of any such minor beneficiaries; or

(iii) the trustee and legal guardian, if any, for trusts with incompetent beneficiaries having a current trust interest, shall sign this Amendment on behalf of any such incompetent beneficiaries.

(b) If, at any time, any trust shall have an adult beneficiary (and such beneficiary is not incompetent) having a current trust interest or an ascertainable Charitable Organization beneficiary having a current trust interest and if such beneficiary has not previously signed the Stockholders’ Agreement, then if such beneficiary shall fail or be unable to sign this Amendment for a period of 30 calendar days following notification to such beneficiary of the terms of this Amendment and the Stockholders’ Agreement by the Depository and following signature of this Amendment by the trustee, the trust shall thereupon cease to be a Participating Stockholder and Section 3.2 of the Stockholders’ Agreement shall then apply as if the shares of Class B Common Stock held by the trust were then to be converted. The donor of a trust that is revocable by the donor alone, during the lifetime of such donor, shall be considered the only beneficiary thereof so long as such trust is so revocable.

(c) In the case of Class B Common Stock held by a custodian under the Uniform Transfers to Minors Act (or the practical equivalent thereof) for the benefit of a minor Family Member, the custodian shall sign this Amendment on behalf of such minor if such minor is to be considered a Participating Stockholder.

(d) In the case of Class B Common Stock held in the name of a minor Family Member, a parent or legal guardian of such minor shall sign this Amendment on behalf of such minor if such minor is to be considered a Participating Stockholder.

(e) In the case of Class B Common Stock held in the name of an incompetent Family Member, the legal guardian of such incompetent shall sign this Amendment on behalf of such incompetent if such incompetent is to be considered a Participating Stockholder.

(f) When a minor described in Section 6(c) or (d) reaches the age of majority, or an incompetent described in Section 6(e) is no longer impaired by such disability and has reached the age of majority, such Family Member shall execute and deliver an Amendment which has been executed and delivered by the Participating Stockholders (or their attorney-in-fact), the Corporation and the Depository. If such Family Member shall fail or be unable to sign such Amendment for a period of 30 calendar days following notification to such Family Member of the terms of the Stockholders’ Agreement by the Depository, such Family Member shall thereupon cease to be a Participating Stockholder and Section 3.2 of the Stockholders’ Agreement shall then apply as if the shares of Class B Common Stock were then to be converted.

7. Power of Attorney . The undersigned New Participating Stockholder hereby constitutes and appoints Alfred M. Rankin, Jr., Kimberly J. Pustulka, and Suzanne Schulze Taylor and each of them, as the true and lawful attorney or attorneys-in-fact, with full power of substitution and resubstitution, for the undersigned and in the name, place and stead of the undersigned, in any and all capacities to:

(a) execute any and all statements under Section 13 or Section 16 of the Securities Exchange Act of 1934 of beneficial ownership of shares of Class B Common Stock subject to the Stockholders’ Agreement as amended by this Amendment, including all statements on Schedule 13D and all amendments thereto, all joint filing agreements pursuant to Rule 13d-1(k) under such Exchange Act in connection with such statements, all initial statements of beneficial ownership on Form 3 and any and all other documents to be filed with the Securities and Exchange Commission, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and

(b) execute and deliver any and all Amendments whereby a Family Member, Charitable Organization or Participating Stockholder Organization becomes a Participating Stockholder or any other amendment to the Stockholders’ Agreement in accordance with Section 8 of the Stockholders’ Agreement, other than those amendments that (i) extend the term of the Stockholders’ Agreement or (ii) amend Section 2, 3, 4 or 8 of the Stockholders’ Agreement, thereby granting 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 7. The grant of this power of attorney shall not be affected by any disability of such undersigned New Participating Stockholder. If applicable law requires additional or substituted language or formalities (including witnesses or acknowledgments) in order to validate the power of attorney intended to be granted by this Section 7, each New Participating Stockholder agrees to execute and deliver such additional instruments and to take such further acts as may be necessary to validate such power of attorney.

8. Counterparts . This Amendment may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument, without production of the others.

IN WITNESS WHEREOF, each New Participating Stockholder, the Participating Stockholders, the Corporation and the Depository have executed this Amendment or caused this Amendment to be executed in their respective names, all as of the date and year first above written.

IN WITNESS WHEREOF, each New Participating Stockholder, the Participating Stockholders, the Corporation and the Depository have executed this Amendment or caused this Amendment to be executed in their respective names, all as of the date and year first above written.

IN WITNESS WHEREOF, each New Participating Stockholder, the Participating Stockholders, the Corporation and the Depository have executed this Amendment or caused this Amendment to be executed in their respective names, all as of the date and year first above written.

Claiborne R. Rankin Trust for the children of Claiborne R. Rankin, Jr. dated August 26, 2016 for the benefit of Claiborne Read Rankin, III

Exhibit A

PARTICIPATING STOCKHOLDERS

Exhibit 13

Right of First Refusal Agreement

for Shares of Class A Common Stock of NACCO Industries, Inc. and

Hyster-Yale Materials Handling, Inc.

This Right of First Refusal Agreement for Shares of Class A Common Stock (collectively, the “Shares”) expected to total 90,160 shares of NACCO Industries, Inc. (“NACCO”) and 179,257 shares Hyster-Yale Materials Handling, Inc. (“Hyster-Yale”) is dated as of May 20, 2016 by and among Cornelia G. Freyer (“Cory”), Theodore D. Taplin, Britton T. Taplin, Frank F. Taplin, and Beatrice B. Taplin.

Cory acknowledges that she will receive ownership of the Shares, which are publicly traded shares and have been held in a trust controlled by her late husband, Thomas E. Taplin, Jr. (“Tom”).

1. Shareholders Agreements

Cory is currently a signatory to shareholders’ agreements for NACCO and Hyster-Yale, which also makes her subject to the insider trading policies of NACCO and Hyster-Yale. As a result, sales of the Shares are limited to an approved sales window (“Sales Window”), as determined by legal counsel of NACCO and Hyster-Yale, as applicable, generally following quarterly earnings announcements. There is currently no mechanism for removing a signatory to these agreements.

2. Offer to The Taplins

a.    Cory agrees that should she wish to sell any of the Shares at any point in the future, she will first offer such Shares for sale to Tom’s brothers, mother, and their descendants (“The Taplins”). Cory agrees to formally offer the shares to The Taplins at the beginning of a Sales Window, although she may discuss the offer informally at any time.

b.    Cory shall notify each of The Taplins of her offer to sell by email, and each of The Taplins shall have two business days after the date Cory sends the offers to The Taplins to accept it.

c.    If more than one of The Taplins elects to purchase Shares offered by Cory, then each of The Taplins so electing shall be entitled to purchase an equal number of the Shares offered by Cory, unless they agree otherwise.

3. Offer to Rankins

a.    If The Taplins do not accept Cory’s offer to sell, or if, within the time period set forth in 2(b), The Taplins accept Cory’s offer but only with respect to some but not all of the Shares offered to them, or if The Taplins fail to close on the purchase within the time period set forth in 4(f) below, Cory agrees to then offer to sell the Shares offered to but not purchased by The Taplins to Alfred Rankin, Jr., Thomas Rankin, Claiborne Rankin and Roger Rankin (“The Rankins”).

b.    Cory shall notify each of The Rankins of her offer to sell by email. The Rankins shall have two business days after the date Cory sends the offer to accept it.

c.    If more than one of The Rankins elects to purchase Shares offered by Cory, each of such Rankins shall be entitled to purchase the number of Shares he would have been entitled to receive if the Shares had been distributed to Clara L.T. Rankin’s descendants, per stirpes, unless such descendants agree otherwise.

4. Provisions Applicable to All Offers and Notices to The Taplins and The Rankins

The provisions of this Section 4 shall apply to all notices and offers given to The Taplins and The Rankins under Sections 2 and 3, respectively.

a.    In all cases, notification shall be to the email address provided to Cory most recently prior to the offer, and Cory shall maintain documentation of sending the email.

b.    If, at the time the offer is given by Cory, any of The Taplins or The Rankins is a minor or incapacitated, Cory shall provide the notice to that individual’s authorized representative.

c.    Each of The Taplins and The Rankins who elects not to purchase the Shares offered by Cory shall be deemed to have waived his or her rights to purchase such Shares.

e.    The sales price offered to any of the above parties may be negotiated between Cory and the purchasing party prior to expiration of the offer. If such a price is not specifically negotiated, the sales price shall be the closing market price of the Shares on the day the offer is extended.

f.    Closing of the sale shall be completed within one week of accepting Cory’s offer to sell.

d.    Cory agrees that a Sales Window may interfere with the schedule outlined above, but a Sales Window shall be respected nonetheless.

5. Market Sales

If The Rankins do not accept Cory’s offer to sell, or if, within the time period set forth in Section 3(b), The Rankins accept Cory’s offer but only with respect to some but not all of the Shares offered to them, or if The Rankins fail to close on the purchase of Shares within the time period set forth in Section 4(f) above, Cory may sell any

such Shares offered to but not purchased by either The Taplins or The Rankins in open market transactions, in privately negotiated transactions or otherwise so long as any such sales are within the current Sales Window of NACCO or Hyster-Yale, as applicable, and provided such sale is on terms and conditions no more favorable to the purchaser than those terms offered to The Taplins and The Rankins, provided further, that if the Shares so offered are sold in open market transactions, Cory may sell the Shares during such Sales Window at then prevailing market prices. Should Cory not complete such sale, she must repeat the right of first refusal process as outlined in Sections 2 and 3 above in conjunction with a subsequent Sales Window.

6. Notice to PNC Hawthorn

Simultaneously with giving notices to The Taplins and The Rankins under Sections 2 and 3 above, Cory shall notify via email the trust officer at PNC Hawthorn (or its successor) who is designated to Cory for this purpose.

7. Miscellaneous

a.    The above sale restrictions shall cease upon Cory’s death, but shall not cease upon transfer of the Shares prior to her death to another person or entity including but not limited to a trust, partnership or limited liability company, with the exception of a transfer to a charitable organization with an IRS 501(c)(3) tax-exempt designation. Transfer of the Shares to such an organization shall be exempt from the above sale restrictions.

b.    This Agreement constitutes the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled. The parties hereto acknowledge and confirm in favor of the other members of the The Taplins who are not parties hereto (the “Non-signing Taplins”) and The Rankins that the obligations imposed upon Cory pursuant to this Agreement are owed to, and are for the benefit of the Non-signing Taplins and The Rankins and each of the Non-Signing Taplins and The Rankins is a third-party beneficiary of this Agreement, entitled to enforce this Agreement even though such person is not a party to this Agreement.

c.    The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

d.    This Agreement may be signed in counterparts, each of which shall be binding upon the signatory, and all of which together shall constitute a single, executed document. Signatures may be evidenced by photocopies, or by facsimile or scanned electronic transmissions.

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

IN WITNESS WHEREOF, the parties hereto have executed this Right of First Refusal Agreement for Shares of Class A Common Stock of NAACO Industries, Inc. and Hyster-Yale Materials Handling, Inc. as of the date first indicated above.