Common use of Amendment of Stockholders’ Agreement Clause in Contracts

Amendment of Stockholders’ Agreement. (a) Section 7.1 of the Stockholders’ Agreement is hereby amended and restated in its entirety as follows: “All certificates representing the shares of Class B Common Stock owned of record or beneficially by the Participating Stockholders issued after the date of this Agreement shall be marked conspicuously on the face or the back thereof with a legend to the following effect: The shares of Class B Common Stock, par value $1.00 per share, of NACCO Industries, Inc., a Delaware corporation (the “Corporation”), represented by this Certificate are subject to an Amended and Restated Stockholders’ Agreement dated as of September 29, 2017 by and among the Corporation, the Participating Stockholders (as defined therein) and the Depository (as defined therein). Pursuant to such Agreement, such shares may not be sold, assigned, given, exchanged or otherwise transferred or converted into shares of Class A Common Stock, par value $1.00 per share, of the Corporation (except for transfers to certain persons specified in such Agreement) except upon compliance with certain procedures, including, without limitation, offer of such shares to certain other stockholders of the Corporation and the Corporation and, in certain situations, conversion into shares of Class A Common Stock of the Corporation. The Corporation will mail to the holder hereof a copy of such Agreement without charge within five days after receipt of a written request therefor. Each Participating Stockholder, forthwith upon becoming the record or beneficial owner of any other shares of Class B Common Stock, and each other Family Member, Charitable Organization or Participating Stockholder Organization, forthwith upon becoming a new Participating Stockholder by executing and delivering an Amendment and becoming the record or beneficial owner of any shares of Class B Common Stock shall, to the extent legally able to do so, cause all certificates representing the same to be delivered to the Depository for the application of such legend. The Depository shall return each certificate to its Participating Stockholder owner by registered mail, return receipt requested, following the application of such legend. All of the certificates representing all shares of Class B Common Stock now or hereafter owned (of record or beneficially) by any of the Participating Stockholders shall continue to bear a restrictive legend until such shares of Class B Common Stock are converted into shares of Class A Common Stock as permitted by Section 3 hereof or, if earlier, the termination of this Agreement in accordance with the terms hereof. Any Participating Stockholder may cause possession of such certificates to be given to or retained by any pledgee to be held as security in accordance with Section 2.2 hereof upon delivery to the Depository of the written agreement of the pledgee referred to in such Section.