Fairmount Santrol Holdings Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 14th, 2014 • Fmsa Holdings Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

This Indemnification Agreement (“Agreement”) is made as of October 8, 2014 by and between FMSA Holdings Inc., a Delaware corporation (the “Company”), and Jenniffer D. Deckard (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

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FAIRMOUNT SANTROL HOLDINGS INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • October 24th, 2016 • Fairmount Santrol Holdings Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York

The undersigned understands that Morgan Stanley & Co. (“Morgan Stanley”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Fairmount Santrol Holdings Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by Morgan Stanley & Co. LLC (the “Underwriter”), of 30,250,000 shares (the “Shares”) of the common stock, par value $0.01 per share of the Company (the “Common Stock”).

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Shares FMSA HOLDINGS INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • September 26th, 2014 • Fmsa Holdings Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York
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FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • September 18th, 2014 • Fmsa Holdings Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

This Indemnification Agreement (“Agreement”) is made as of , 2014 by and between FMSA Holdings Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

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SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of September 5, 2013 among FAIRMOUNT MINERALS, LTD., as U.S. Borrower, LAKE SHORE SAND COMPANY (ONTARIO) LTD., as Canadian Borrower, FAIRMOUNT MINERALS HOLDINGS, INC., CERTAIN...
Credit and Guaranty Agreement • September 15th, 2014 • Fmsa Holdings Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York

This U.S. PLEDGE AND SECURITY AGREEMENT, dated as of August 5, 2010 (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), between FML Holdings, Inc. (“Holdings”), Fairmount Minerals, Ltd. (the “U.S. Borrower”) and each of the subsidiaries of Holdings or the U.S. Borrower party hereto from time to time, whether as an original signatory hereto or as an Additional Grantor (as herein defined) (each, a “Grantor”), and Barclays Bank PLC as collateral agent for the Secured Parties (as herein defined) (in such capacity as collateral agent, together with its successors and permitted assigns, the “Collateral Agent”).

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JOINDER AGREEMENT
Joinder Agreement • September 15th, 2014 • Fmsa Holdings Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York

THIS JOINDER AGREEMENT, dated as of February 14, 2014 (this “Agreement”), by and among Barclays Bank PLC (the “Incremental Term Loan Lender”), Fairmount Minerals, Ltd., as borrower representative (in such capacity, the “Borrower Representative”) and Barclays Bank PLC (“Barclays”), as Administrative Agent (together with its successors and permitted assigns, the “Administrative Agent”). This Joinder Agreement shall constitute a “Loan Document” for all purposes of the Credit Agreement (as defined below) and the other Loan Documents.

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FOURTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT OF FMSA HOLDINGS INC. Dated: October 8, 2014
Stockholders’ Agreement • October 14th, 2014 • Fmsa Holdings Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

THIS FOURTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “Agreement”) is effective as of the 8th day of October, 2014, by and among FMSA Holdings Inc., a Delaware corporation (hereinafter referred to as the “Company”), each of the Persons, other than the Company, whose names appear on Schedule I hereto, and each other Person hereafter becoming a party to this Agreement in accordance with the terms hereof or otherwise (all such Persons being hereinafter referred to individually as a “Stockholder” and collectively as the “Stockholders”).

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INTERESTS PURCHASE AGREEMENT
Interests Purchase Agreement • September 18th, 2014 • Fmsa Holdings Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

THIS INTERESTS PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 30th day of April, 2013, by and among FAIRMOUNT MINERALS, LTD., a Delaware corporation (“Buyer”), SOANE ENERGY LLC, a Delaware limited liability company (“Seller”), and Self-Suspending Proppant LLC, a Delaware limited liability company (the “Company”).

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OMNIBUS AMENDMENT
Omnibus Amendment • August 4th, 2016 • Fairmount Santrol Holdings Inc. • Mining & quarrying of nonmetallic minerals (no fuels)

THIS OMNIBUS AMENDMENT (this “Amendment”) is entered as of May 20, 2016, by and among SOANE ENERGY LLC, a Delaware limited liability company (“Seller”), FAIRMOUNT SANTROL INC. (f/k/a Fairmount Minerals, Ltd.), a Delaware corporation (“Buyer”), SELF-SUSPENDING PROPPANT LLC, a Delaware limited liability company (the “Company”), SOANE LABS LLC, a Delaware limited liability company (“Soane Labs”), and Dr. David Soane (“Soane”). Seller, Buyer, the Company, Soane Labs and Soane are sometimes herein referred to individually as a “Party” and collectively as the “Parties”.

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JOINDER AGREEMENT
Joinder Agreement • September 15th, 2014 • Fmsa Holdings Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York

THIS JOINDER AGREEMENT, dated as of August 29, 2014 (this “Agreement”), by and among Barclays Bank PLC, Morgan Stanley Bank, N.A., Wells Fargo Bank, National Association, Goldman Sachs Bank USA, Jefferies Finance LLC, KeyBank National Association and Royal Bank of Canada (collectively, the “Incremental Revolving Loan Lenders”), Fairmount Santrol Inc. (formerly known as Fairmount Minerals, Ltd.), as borrower representative (in such capacity, the “Borrower Representative”) and Barclays Bank PLC (“Barclays”), as Administrative Agent (together with its successors and permitted assigns, the “Administrative Agent”). This Joinder Agreement shall constitute a “Loan Document” for all purposes of the Credit Agreement (as defined below) and the other Loan Documents.

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FORM OF NONQUALIFIED STOCK OPTION AGREEMENT
Form of Nonqualified Stock Option Agreement • September 18th, 2014 • Fmsa Holdings Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

This NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), dated as of (the “Grant Date”), is entered into between FML Holdings, Inc., a Delaware corporation (the “Company”), and the optionee named on the signature page hereto (the “Optionee”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan (as hereinafter defined).

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FORM OF NOTICE OF GRANT OF RESTRICTED STOCK UNIT
Fmsa Holdings Inc • September 18th, 2014 • Mining & quarrying of nonmetallic minerals (no fuels)

Pursuant to the terms and conditions of the FMSA Holdings Inc. 2014 Long Term Incentive Plan, attached as Appendix A (the “Plan”), and the associated Restricted Stock Unit Agreement, attached as Appendix B (the “Agreement”), you are hereby granted an award to receive the number of Restricted Stock Units set forth below whereby each Restricted Stock Unit represents the right to receive one share of Stock, plus rights to certain Dividend Equivalents described in Section 4 of the Agreement, subject to certain restrictions thereon, and under the terms and conditions set forth below, in the Agreement, and in the Plan (the “Restricted Stock Units”). Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

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REVOLVING CREDIT AND GUARANTY AGREEMENT dated as of November 1, 2017
Pledge and Security Agreement • March 13th, 2018 • Fairmount Santrol Holdings Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York

This REVOLVING CREDIT AND GUARANTY AGREEMENT, dated as of November 1, 2017, is entered into by and among FAIRMOUNT SANTROL INC., a Delaware corporation (the “Borrower Representative” and together with each other Person which is, as of the Closing Date, signatory hereto as a borrower or is subsequently joined hereto as a borrower from time to time, collectively, the “Borrowers”, and each a “Borrower”), FMSA INC., a Delaware corporation (“Holdings”), the Lenders party hereto from time to time, PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as Collateral Agent (together with its permitted successors in such capacity, the “Collateral Agent”) and PNC CAPITAL MARKETS LLC (“PNC Capital Markets”), as Lead Arranger and Bookrunner.

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FMSA HOLDINGS INC. FORM OF RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • September 18th, 2014 • Fmsa Holdings Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

This Agreement is made and entered into as of the “Date of Grant” set forth in the Notice of Grant of Restricted Stock Unit (“Notice of Grant”) by and between FMSA Holdings Inc., a Delaware corporation (the “Company”) and you;

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LIMITED LIABILITY COMPANY AGREEMENT OF BISON MERGER SUB I, LLC
Limited Liability Company Agreement • June 6th, 2018 • Bison Merger Sub I, LLC • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT (this Agreement), is entered as of December 10, 2017, by Unimin Corporation, a Delaware corporation (the Member), and Bison Merger Sub I, LLC, a Delaware limited liability company (the Company).

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Contract
Credit and Guaranty Agreement • September 15th, 2014 • Fmsa Holdings Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York

AMENDMENT AGREEMENT dated as of September 5, 2013 (this “Amendment”), to the Amended and Restated Credit and Guaranty Agreement dated as of March 15, 2011 (as amended by that certain Amendment to Credit Agreement, dated as of April 22, 2011, as further amended by that certain Second Amendment to Amended and Restated Credit Agreement, dated as of April 18, 2013, and as further amended, restated or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), by and among FAIRMOUNT MINERALS, LTD., a Delaware corporation (the “U.S. Borrower” or the “Borrower Representative”), FAIRMOUNT MINERALS HOLDINGS, INC., a Delaware corporation (“Holdings”), CERTAIN SUBSIDIARIES OF THE U.S. BORROWER, as Guarantors, LAKE SHORE SAND COMPANY (Ontario) LTD., an entity organized under the laws of the province of Ontario, Canada, as Canadian Borrower (the “Canadian Borrower”, and, together with the U.S. Borrower, the “Borrowers”), the Lenders party thereto from time to time, BARCLAYS BANK

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JOINDER AGREEMENT
Joinder Agreement • September 22nd, 2014 • Fmsa Holdings Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York

THIS JOINDER AGREEMENT, dated as of September 18, 2014 (this “Agreement”), by and among JPMorgan Chase Bank, N.A. (the “Incremental Revolving Loan Lender”), Fairmount Santrol Inc. (formerly known as Fairmount Minerals, Ltd.), as borrower representative (in such capacity, the “Borrower Representative”) and Barclays Bank PLC (“Barclays”), as Administrative Agent (together with its successors and permitted assigns, the “Administrative Agent”). This Joinder Agreement shall constitute a “Loan Document” for all purposes of the Credit Agreement (as defined below) and the other Loan Documents.

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FORM OF STOCK OPTION AGREEMENT
Form of Stock Option Agreement • September 18th, 2014 • Fmsa Holdings Inc • Mining & quarrying of nonmetallic minerals (no fuels)

THIS STOCK OPTION AGREEMENT, entered into as of this day of 20 , by and between FML Holdings, Inc., a Delaware corporation (the “Company”), and (the “Optionee”).

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Contract
Execution Version • August 22nd, 2014 • Fmsa Holdings Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York

AMENDMENT AGREEMENT dated as of September 5, 2013 (this “Amendment”), to the Amended and Restated Credit and Guaranty Agreement dated as of March 15, 2011 (as amended by that certain Amendment to Credit Agreement, dated as of April 22, 2011, as further amended by that certain Second Amendment to Amended and Restated Credit Agreement, dated as of April 18, 2013, and as further amended, restated or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), by and among FAIRMOUNT MINERALS, LTD., a Delaware corporation (the “U.S. Borrower” or the “Borrower Representative”), FAIRMOUNT MINERALS HOLDINGS, INC., a Delaware corporation (“Holdings”), CERTAIN SUBSIDIARIES OF THE U.S. BORROWER, as Guarantors, LAKE SHORE SAND COMPANY (Ontario) LTD., an entity organized under the laws of the province of Ontario, Canada, as Canadian Borrower (the “Canadian Borrower”, and, together with the U.S. Borrower, the “Borrowers”), the Lenders party thereto from time to time, BARCLAYS BANK

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FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
Credit and Guaranty Agreement • September 15th, 2014 • Fmsa Holdings Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York

This AMENDMENT dated as of March 27, 2014 (this “Amendment”), to the Second Amended and Restated Credit and Guaranty Agreement dated as of September 5, 2013 (as amended, restated or otherwise modified prior to the date hereof, the “Credit Agreement”), by and among FAIRMOUNT MINERALS, LTD., a Delaware corporation (the “U.S. Borrower” or the “Borrower Representative”), FAIRMOUNT MINERALS HOLDINGS, INC., a Delaware corporation (“Holdings”), CERTAIN SUBSIDIARIES OF THE U.S. BORROWER, as Guarantors, LAKE SHORE SAND COMPANY (Ontario) LTD., an entity organized under the laws of the province of Ontario, Canada, as Canadian Borrower (the “Canadian Borrower”, and, together with the U.S. Borrower, the “Borrowers”), the Lenders party thereto from time to time, BARCLAYS BANK PLC (“Barclays”), as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (in such capacity, the “Collateral Agent”), BARCLAYS BANK PLC, as the Revolving Administrative Agent (in such capa

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SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
Credit and Guaranty Agreement • May 2nd, 2016 • Fairmount Santrol Holdings Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York

SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”), dated as of April 28, 2016 among FAIRMOUNT SANTROL INC. (f/k/a FAIRMOUNT MINERALS, LTD.), a Delaware corporation (the “U.S. Borrower” or the “Borrower Representative”), certain subsidiaries of the U.S. Borrower, as Guarantors, Lake Shore Sand Company (Ontario) Ltd., an entity organized under the laws of the province of Ontario, Canada, as Canadian Borrower (the “Canadian Borrower”, and, together with the U.S. Borrower, the “Borrowers”), the signatories hereto each as a Lender under the Credit Agreement (as defined below) (the “Extending Lenders”) and BARCLAYS BANK PLC (“Barclays”), as administrative agent (in such capacity and including any successors, the “Administrative Agent”).

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FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
Credit and Guaranty Agreement • October 1st, 2015 • Fairmount Santrol Holdings Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York

FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”), dated as of September 30, 2015 among FAIRMOUNT SANTROL INC. (f/k/a FAIRMOUNT MINERALS, LTD.), a Delaware corporation (the “U.S. Borrower”), certain subsidiaries of the U.S. Borrower, as Guarantors, Lake Shore Sand Company (Ontario) Ltd., an entity organized under the laws of the province of Ontario, Canada, as Canadian Borrower (the “Canadian Borrower”, and, together with the U.S. Borrower, the “Borrowers”), the Revolving Lenders party hereto (which shall constitute not less than the Required Revolving Lenders under the Credit Agreement (as defined below)), BARCLAYS BANK PLC (“Barclays”), as Administrative Agent (in such capacity and including any successors, the “Term Administrative Agent”) and as Revolving Administrative Agent (in such capacity and including any successors, the “Revolving Administrative Agent” and, together with the Term Administrative Agent, the “Administrative Agent”).

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FAIRMOUNT SANTROL HOLDINGS INC. Severance Agreement
Severance Agreement • May 10th, 2016 • Fairmount Santrol Holdings Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio

THIS SEVERANCE AGREEMENT (this “Agreement”) is made and effective as of the 6th day of May, 2016 (the “Effective Date”), by and between Fairmount Santrol Holdings Inc., a Delaware corporation, and any successors thereto (“Fairmount”), and Michael F. Biehl (“Executive”).

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FML HOLDINGS, INC. LONG TERM INCENTIVE PLAN FORM OF STOCK OPTION AWARD AGREEMENT
Term Incentive Plan • September 18th, 2014 • Fmsa Holdings Inc • Mining & quarrying of nonmetallic minerals (no fuels)

This AWARD AGREEMENT (the “Agreement”) is entered into as of this day of , 20 , by and between FML Holdings, Inc., a Delaware corporation (the “Company”), and (the “Optionee”). This Agreement is made under the terms of the FML Holdings, Inc. Long Term Incentive Compensation Plan, (“the Plan”). The Plan, as it may hereafter be amended and continued, is incorporated herein by reference and made a part of this Agreement and shall control the Options and obligations of the Company and the Optionee under this Agreement. Except as otherwise provided, terms used herein shall have the meaning provided in the Plan.

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FAIRMOUNT SANTROL HOLDINGS INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT
Underwriting Agreement • December 6th, 2016 • Fairmount Santrol Holdings Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
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SECOND OMNIBUS AMENDMENT
Fairmount Santrol Holdings Inc. • March 9th, 2017 • Mining & quarrying of nonmetallic minerals (no fuels)

THIS SECOND OMNIBUS AMENDMENT (this “Amendment”) effective as of September 9, 2016, by and among SELF-SUSPENDING PROPPANT LLC, a Delaware limited liability company (the “Company”), FAIRMOUNT SANTROL INC. (f/k/a Fairmount Minerals, Ltd.), a Delaware corporation (“Buyer”), SOANE ENERGY LLC, a Delaware limited liability company (“Seller”), SOANE LABS LLC, a Delaware limited liability company (“Soane Labs”), and Dr. David Soane (“Soane”). The Company, Buyer, Seller, Soane Labs and Soane are sometimes herein referred to individually as a “Party” and collectively as the “Parties”.

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SEPARATION AGREEMENT
Separation Agreement • March 15th, 2016 • Fairmount Santrol Holdings Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Ohio

VAN SMITH (“Employee”) and FAIRMOUNT SANTROL, INC. with its principal place of business at 8834 Mayfield Road, Chesterland, Ohio 44024, (the “Company”), in exchange for their mutual covenants and obligations set forth herein, hereby agree as follows:

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AMENDMENT I TO THE FMSA HOLDINGS INC. NON-QUALIFIED STOCK OPTION PLAN STOCK OPTION AGREEMENT
Stock Option Agreement • September 18th, 2014 • Fmsa Holdings Inc • Mining & quarrying of nonmetallic minerals (no fuels)

This Amendment to the outstanding and unexercised Stock Option Agreement (the “Award Agreements”) used by FMSA Holdings Inc., a Delaware corporation (the “Company”) to grant stock option awards under the FMSA Holdings Inc. Non-Qualified Stock Option Plan (the “1997 Plan”) is effective as of September 11, 2014.

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AMENDMENT I TO THE FMSA HOLDINGS INC. STOCK OPTION PLAN STOCK OPTION AGREEMENT
Stock Option Agreement • September 18th, 2014 • Fmsa Holdings Inc • Mining & quarrying of nonmetallic minerals (no fuels)

This Amendment to the outstanding and unexercised Nonqualified Stock Option Agreement (the “Award Agreements”) used by FMSA Holdings Inc., a Delaware corporation (the “Company”) to grant stock option awards under the FMSA Holdings Inc. Stock Option Plan (the “2010 Plan”) is effective as of September 11, 2014.

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FMSA HOLDINGS INC. FORM OF STOCK OPTION AGREEMENT
Stock Option Agreement • September 18th, 2014 • Fmsa Holdings Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Delaware

This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Stock Option (“Notice of Grant”) by and between FMSA Holdings Inc., a Delaware corporation (the “Company”), and you:

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FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
Credit and Guaranty Agreement • May 20th, 2015 • Fmsa Holdings Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York

FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this “Amendment”), dated as of May 15, 2015 among FAIRMOUNT SANTROL INC. (f/k/a FAIRMOUNT MINERALS, LTD.), a Delaware corporation (the “U.S. Borrower” or the “Borrower Representative”), the signatories hereto each as a Lender under the Credit Agreement (as defined below) (the “Extending Lenders”) and BARCLAYS BANK PLC (“Barclays”), as administrative agent (in such capacity and including any successors, the “Administrative Agent”).

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FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
Credit and Guaranty Agreement • August 22nd, 2014 • Fmsa Holdings Inc • Mining & quarrying of nonmetallic minerals (no fuels) • New York

This AMENDMENT dated as of March 27, 2014 (this “Amendment”), to the Second Amended and Restated Credit and Guaranty Agreement dated as of September 5, 2013 (as amended, restated or otherwise modified prior to the date hereof, the “Credit Agreement”), by and among FAIRMOUNT MINERALS, LTD., a Delaware corporation (the “U.S. Borrower” or the “Borrower Representative”), FAIRMOUNT MINERALS HOLDINGS, INC., a Delaware corporation (“Holdings”), CERTAIN SUBSIDIARIES OF THE U.S. BORROWER, as Guarantors, LAKE SHORE SAND COMPANY (Ontario) LTD., an entity organized under the laws of the province of Ontario, Canada, as Canadian Borrower (the “Canadian Borrower”, and, together with the U.S. Borrower, the “Borrowers”), the Lenders party thereto from time to time, BARCLAYS BANK PLC (“Barclays”), as Administrative Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (in such capacity, the “Collateral Agent”), BARCLAYS BANK PLC, as the Revolving Administrative Agent (in such capa

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AMENDMENT I TO THE FMSA HOLDINGS INC. LONG TERM INCENTIVE COMPENSATION PLAN STOCK OPTION AGREEMENT
Stock Option Agreement • September 18th, 2014 • Fmsa Holdings Inc • Mining & quarrying of nonmetallic minerals (no fuels)

This Amendment to the outstanding and unexercised Stock Option Award Agreement (the “Award Agreements”) used by FMSA Holdings Inc., a Delaware corporation (the “Company”) to grant stock option awards under the FMSA Holdings Inc. Long Term Incentive Plan (the “2006 Plan”) is effective as of September 11, 2014.

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Sand Lease and Rights Agreement
Sand Lease and Rights Agreement • November 9th, 2017 • Fairmount Santrol Holdings Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas

This Sand Lease and Rights Agreement (this "Lease") is entered into effective this 18th day of July, 2017 (the “Effective Date”), by and between the ESTATE OF LARRY LEONARD FERNANDES, DECEASED (“Estate”), WILLIAM DOUGLAS FERNANDES, JR. (“Will Fernandes”), KAREN LEE FERNANDES STONE (“Karen Lee Fernandes Stone”), HALLIE ANN FERNANDES NESOM (“Hallie Ann Fernandes Nesom”), EDWARD STREET FERNANDES (“Ed Fernandes,” and together with the Estate, Karen Lee Fernandes Stone, Hallie Anne Fernandes Nesom and Will Fernandes, collectively referred to herein as the “Owner”) and FML SAND LLC, an Ohio limited liability company, its successors and assigns (“FML”).

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FIRST AMENDMENT TO SAND LEASE AND RIGHTS AGREEMENT
Sand Lease and Rights Agreement • March 13th, 2018 • Fairmount Santrol Holdings Inc. • Mining & quarrying of nonmetallic minerals (no fuels)

THIS FIRST AMENDMENT TO SAND LEASE AND RIGHTS AGREEMENT (this “Amendment”), is made and entered into effective as of this 31st day of October, 2017 (the “Effective Date”), by and between ESTATE OF LARRY LEONARD FERNANDES, DECEASED (“Estate”), WILLIAM DOUGLAS FERNANDES, JR. (“Will Fernandes”), KAREN LEE FERNANDES STONE (“Karen Lee Fernandes Stone”), HALLIE ANN FERNANDES NESOM (“Hallie Ann Fernandes Nesom”), EDWARD STREET FERNANDES (“Ed Fernandes,” and together with the Estate, Karen Lee Fernandes Stone, Hallie Anne Fernandes Nesom and Will Fernandes, collectively referred to herein as the “Owner”) and FML SAND LLC, an Ohio limited liability (“FML”).

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