Exhibit 10.6

FORM OF FOURTH AMENDED AND RESTATED

STOCKHOLDERS’ AGREEMENT

OF

FMSA HOLDINGS INC.

Dated: [•], 2014

TABLE OF CONTENTS

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FOURTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT

THIS FOURTH AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (this “ Agreement ”) is effective as of the [•] day of [•], 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 ”).

RECITALS

The Company and its stockholders at such time entered into a Third Amended and Restated Stockholders Agreement dated as of August 5, 2010 which the Stockholders now desire to amend and restate.

In consideration of the foregoing premises and mutual covenants contained herein, the parties hereby agree that all of the Shares (as defined below) shall be held subject to the provisions hereinafter set forth.

ARTICLE 1. AMENDMENT AND RESTATEMENT

The Third Amended and Restated Stockholders Agreement dated as of August 5, 2010 by and among the Company and its stockholders is hereby amended and restated in its entirety as set forth herein.

ARTICLE 2. DEFINITIONS

When used in this Agreement, the following terms in all of their tenses, cases and correlative forms shall have the meanings assigned to them in this Article 2 or elsewhere in as indicated in this Article 2:

“ Affiliate ” means a Person that (a) is controlled by, (b) controls, or (c) is under common control with, the subject Person. For the purposes of this definition, the terms “controlled by”, “controls” or “under common control” means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of the subject Person.

“ Agreement ” means this Fourth Amended and Restated Stockholders’ Agreement, as the same may be amended from time to time.

“ Amendment ” is defined in Section 6.5.

“ AS Group ” means ASP FML Holdings, LLC, a Delaware limited liability company, and its Affiliates.

“ Blackout Period ” means any of the following:

(a) if the Board of Directors determines in good faith that (i) the registration or offering of Registrable Securities at that time would require the disclosure of material, non-public information and (ii) the disclosure of such information would be materially detrimental to the Company because such action would (A) materially interfere with the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction involving the Company, (B) require premature disclosure of material, non-public information that the Company has a bona fide business purpose for preserving as confidential or (C) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then a period of up to 30 calendar days following such determination;

(b) if the Company has notified the Stockholders in accordance with the requirements of this Agreement that it is amending or supplementing any Registration Statement or Prospectus in accordance with the terms of this Agreement, then a reasonable period of time, not to exceed 10 days, for the Company to complete such update; and

(c) any regular quarterly “black-out” period during which all directors and executive officers of the Company are not permitted to trade under the insider trading policy of the Company then in effect;

provided that , in any case, the total Blackout Period in any 12-month period cannot exceed 30 days.

“ Board of Directors ”, “ Board ” and “ Directors ” means the Board of Directors of the Company.

“ Business Day ” means a day other than a Saturday, Sunday or other day on which commercial banks in Cleveland, Ohio or New York, New York are authorized or required by law to close.

“ Code ” means the United States Internal Revenue Code of 1986, as amended, or any successor statute thereto, and the regulations promulgated thereunder.

“ Company ” means FMSA Holdings Inc., a Delaware corporation, and its successors.

“ Common Stock ” means common stock $0.01 per share, without par value, of the Company.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, which shall be in effect from time to time.

“ Form S-3 ” is defined in Section 4.1(a).

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“ Holder ” is defined in Section 4.4(a).

“ Indemnified Parties ” is defined in Section 4.5(a).

“ Losses ” is defined in Section 4.5(e).

“ Major Stockholder ” means each Stockholder listed on Schedule II, in each case so long as such Stockholder, together with its Affiliates, holds at least ten percent (10%) of the aggregate outstanding Common Stock.

“ NASD ” means National Association of Securities Dealers.

“ Non-AS Stockholder ” means any Stockholder that is not a member of the AS Group.

“ Offering Request ” is defined in Section 4.2(a).

“ Permitted Beneficiary ” is defined in Section 6.3.

“ Person ” means an individual, a corporation, a limited liability company, an association, a joint-stock company, a business trust or other similar organization, a partnership, a joint venture, a trust, an unincorporated organization, a government or any agency, instrumentality or political subdivision of a government.

“ Prospectus ” means the prospectus or prospectuses included in any Registration Statement, as amended or supplemented by any prospectus supplement or “free writing prospectus” (as defined in Rule 405 of the Securities Act) with respect to the terms of the offering of any Common Stock covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus or prospectuses.

“ Registration Request ” is defined in Section 4.2(a).

“ Registrable Securities ” means all Shares now owned or subsequently acquired by the Stockholders, including Shares issuable upon exercise of stock options, warrants or similar rights. Any Registrable Security will cease to be a Registrable Security when (a) a registration statement covering such Registrable Security has been declared effective by the SEC and it has been disposed of pursuant to such effective registration statement, (b) it is sold under circumstances in which all of the applicable conditions of Rule 144 (or any successor rule thereto or any complementary rule thereto (such as Rule 144A)) promulgated under the Securities Act are met, (c) such Registrable Security may be offered and sold pursuant to Rule 144 or Rule 145 (or any similar provision then in effect) promulgated under the Securities Act in a single transaction or series of transactions over a 90-day period, in each case, without limitation on volume, or (d) it has been otherwise transferred, the Company has delivered a new certificate or other evidence of ownership for it not bearing any restrictive legend and it may be resold without subsequent registration or limitation under the Securities Act.

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The terms “ register ”, “ registered ” and “ registration ” refer to a registration effected by preparing and filing a Registration Statement in compliance with the Securities Act and the declaration or ordering of effectiveness of such Registration Statement.

“ Registration Statement ” means any registration statement of the Company which covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all materials incorporated by reference in such Registration Statement.

“ SEC ” means the United States Securities and Exchange Commission or any other federal agency at the time administering the Securities Act and the Exchange Act.

“ Securities Act ” means the Securities Act of 1933, as amended, and the regulations promulgated thereunder.

“ Shares ” means and includes: (i) shares of Common Stock; (ii) all other shares of capital stock of the Company of every class and series (whether presently or hereafter authorized or issued); (iii) any shares of capital stock or other securities into which any of the stock described in the foregoing clauses (i) and (ii) may have been changed or converted (or for which any such stock may have been exchanged) in connection with any reclassification, recapitalization, merger, consolidation, combination, share exchange or other corporate transaction or event having a similar effect; and (iv) any voting trust certificates representing any of the foregoing, all as may be issued and outstanding as of the time to which reference is made. In the case of Shares which constitute “community property” under applicable law, the term “ Shares ” includes the community property interest of a Stockholder’s spouse in such Shares.

“ Shelf Notice ” is defined in Section 4.1(b).

“ Shelf Notice Date ” is defined in Section 4.1(b).

“ Shelf Registration Statement ” is defined in Section 4.1(a).

“ Stockholder ” is defined in the preamble to this Agreement.

To “ Transfer ” means to sell, give, assign, pledge, encumber, bequeath, exchange, dispose of, hypothecate, or otherwise transfer whether by testamentary disposition, survivorship arrangement or otherwise, encumber in any respect, or grant any interest in (whether voluntarily or involuntarily or by operation of law and whether with or without consideration), and specifically includes all transfers upon divorce, in bankruptcy or by way of execution, seizure, or sale by legal process.

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“Underwriting Request” is defined in Section 4.2(a).

ARTICLE 3. RESTRICTIONS ON TRANSFER

3.1 Securities Act Legend . The Shares have not been registered under the Securities Act, and may not be Transferred except in compliance therewith. Each Stockholder acknowledges and agrees that the Shares may not be Transferred except after compliance with the provisions of a legend in substantially the following form, which shall be placed on each certificate or other instrument representing Shares:

The securities represented hereby have not been registered under the Securities Act of 1933, as amended (the “ Act ”), or any state securities laws, and may not be sold, transferred or otherwise disposed of unless a registration statement under the Act and any applicable state securities laws with respect to such securities has become effective or unless the holder hereof establishes to the satisfaction of the issuer hereof that an exemption from such registration is available.

3.2 Placement of Restrictive Legends . All certificates or other instruments representing Shares hereafter issued to any Stockholder during the term of this Agreement shall bear the legend set forth in Section 3.1, and such other legends, if any, as are appropriate in the judgment of the Company except for any certificates or other instruments representing Shares which are released from the restrictions hereof pursuant to the provisions herein.

3.3 Removal of Restrictive Legend . If, for any reason, any of the Shares are no longer subject to the provisions of Section 3.1, the Company shall promptly issue a new certificate or other applicable instrument for such Shares without the legend set forth in Section 3.1 upon the request of the record owner thereof and the surrender to the Company of the certificate or other instrument containing such legend; provided, at the Company’s request, the Stockholder shall provide an opinion of counsel confirming that the legend may be removed under applicable securities laws.

ARTICLE 4. REGISTRATION RIGHTS

4.1 Shelf Registration Statement .

(a) Subject to Section 4.1(d), and further subject to the availability of a registration statement on Form S-3 or any successor form thereto (“ Form S-3 ”) to the Company, as soon as practicable after it is initially eligible to do so, the Company shall file, and use its reasonable best efforts to cause to be declared effective by the SEC as soon as reasonably practicable after such filing date, a Form S-3 providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of the Registrable Securities owned by the Stockholders and their respective Affiliates in accordance with the plan and method of distribution set forth in the prospectus included in such Form S-3 (a “ Shelf Registration Statement ”).

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(b) On a day (the “ Shelf Notice Date ”) that is at least twenty (20) Business Days prior to the date on which the Company anticipates filing a Shelf Registration Statement, the Company will deliver written notice (the “ Shelf Notice ”) thereof to each Stockholder that holds Registrable Securities as of the Shelf Notice Date. Each Stockholder will have the right to include its Registrable Securities and the Registrable Securities of its Affiliates in the Shelf Registration Statement by delivering to the Company a written request to so include such Registrable Securities within ten (10) calendar days after the Shelf Notice is received by any such Stockholder.

(c) Subject to Section 4.1(d), the Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective (including by filing any necessary post-effective amendments to such Shelf Registration Statement or one or more successor Shelf Registration Statements) until the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be Registrable Securities.

(d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the Stockholders who elected to participate in the Shelf Registration Statement (which notice shall provide reasonable detail regarding the basis for the Blackout Period), to require such Stockholders and their respective Affiliates to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. After the expiration of any Blackout Period and without any further request from a Stockholder, the Company shall immediately notify all such Stockholders and, to the extent necessary, shall as promptly as practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

4.2 Demand Registration Rights.

(a) General . If the Company shall receive from any Major Stockholder a written request (an “ Offering Request ”) (i) that the Company file a registration statement with respect to any Registrable Securities of such Major Stockholder or its Affiliates (a “ Registration Request ”) or (ii) in the event that a Shelf Registration Statement covering such Registrable Securities is already effective, that the Company engage in an underwritten offering (an “ Underwriting Request ”) in respect of such Major Stockholder’s Registrable Securities, then the Company shall, within one (1) Business Day of the receipt thereof, give written notice of such request to all Major Stockholders, and the Company and the Major Stockholders shall comply with the notice and participation procedures set forth in Section 4.3. Subject to the other terms of this Section 4.2, the Company shall use its reasonable best efforts to effect, as soon as

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practicable, the registration under the Securities Act of the resale of all Registrable Securities that the Major Stockholders request to be registered in any Registration Request and/or the underwritten offering of all Registrable Securities that the Major Stockholders request to be offered pursuant to any Underwriting Request. With respect to any Registration Request, the Company shall use its reasonable best efforts to cause any related Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof and to keep such Registration Statement effective until the participating Major Stockholder or Major Stockholders and their respective Affiliates, as the case may be, have completed the distribution described in such Registration Statement. Any Major Stockholder exercising its rights in accordance with this Section 4.2 may request that the Company register the resale or effect an offering of such Registrable Securities on an appropriate form, including a Shelf Registration Statement (so long as the Company is eligible to use Form S-3). The Company’s obligations pursuant to this Section 4.2 shall be subject to the following limitations and conditions:

(i) the Company shall not be required to comply with any Offering Request that is received within ninety (90) calendar days after the closing of any underwritten offering effected by one or more Major Stockholders or the Company;

(ii) the Company shall not be required to comply with any Offering Request where the anticipated aggregate offering price of all Registrable Securities requested to be registered or offered by the Major Stockholder (together with any related requests of other Major Stockholders) is less than fifty million dollars ($50,000,000), unless the remaining Registrable Securities of the Major Stockholder, together with the remaining Registrable Securities of its Affiliates, have an aggregate value less than such amount, in which case such Major Stockholder may make a single and final request with respect to the remaining Registrable Securities of itself and its Affiliates;

(iii) the Company shall not be required to comply with any Offering Request, and may suspend its obligations under this Section 4.2, as applicable, for the duration of any applicable Blackout Period, following its delivery of written notice thereof to the Major Stockholders;

(iv) the Company shall not be required to comply with any Registration Request at any time that the Shelf Registration Statement is effective; and

(v) the Company shall be entitled to postpone any Offering Request if, in the good faith determination of the Board of Directors, it is not feasible for the Company to proceed with the Offering Request because audited or pro forma financial statements that are required by the Securities Act to be included in any related registration statement or prospectus are then unavailable, until such time as such financial statements are completed or obtained by the Company, provided that the Company shall use its reasonable best efforts to complete or obtain such financial statements as promptly as practicable.

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(b) Demand Procedures.

(i) Any Offering Request shall specify: (i) the approximate aggregate number of Registrable Securities requested to be registered or offered for sale in such Offering Request, (ii) the intended method of disposition in connection with such Offering Request, to the extent then known and (iii) the identity of the Major Stockholder or Major Stockholders making such Offering Request.

(ii) In connection with any Offering Request, the Major Stockholder(s) making such Offering Request and Company management shall jointly participate in the process of selecting the investment banking firms that will serve as lead and co-managing underwriters with respect to such underwritten offering. In addition, the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwritten offering. Notwithstanding any other provision of this Section 4.2, if the managing underwriter(s) advise the Major Stockholder(s) in writing that marketing factors require a limitation of the number of shares to be underwritten in a Major Stockholder-initiated registration or offering, the Company shall so advise all Major Stockholders that own Registrable Securities or whose Affiliates own Registrable Securities, that, in any such case, would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated as follows:

(A) first , among all Major Stockholders and their respective Affiliates, as the case may be, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Major Stockholders to be included in the registration or underwritten offering;

(B) second , to the Company; and

(C)  third , if there remains availability for additional securities to be included in such registration or underwritten offering, among any other Persons who have been granted registration rights, and have validly requested participation in such registration or underwritten offering, in proportion, as nearly as practicable, to the respective amounts of additional securities of such other Persons to be included in the registration or underwritten offering.

To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Major Stockholder or its Affiliates, as applicable, to the nearest 100 shares.

(iii) For purposes of this Section 4.2, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provision in Section 4.2(b)(ii), fewer than fifty percent (50%) of the total number of Registrable Securities that Major Stockholders have requested to be included in such registration statement are actually included.

4.3 Piggyback Rights .

(a) General . If, at any time or from time to time after the date hereof, the Company proposes to register the sale of any of its securities or conduct an offering of registered securities for its own account or for the account of any third Person (including any Major Stockholder(s) or its Affiliate(s) pursuant to this Agreement) on a form which would permit the registration or offering of Registrable Securities (other than (a) pursuant to a registration

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statement on Form S-8 or S-4 or any similar or successor form, (b) in connection with a registration the primary purpose of which is to register debt securities ( i.e. , in connection with a so-called “equity kicker”) or (c) in connection with a public offering by the Company in which the Company has received the prior written consent of Stockholders holding in the aggregate a majority of the number of Registrable Securities held by Stockholders other than Major Stockholders that no Registrable Securities will be included in such public offering), except as otherwise provided herein, the Company will:

(i) promptly give written notice thereof to each Stockholder that owns Registrable Securities with a gross anticipated offering price equal to or greater than five million dollars ($5,000,000) and would otherwise be entitled to exercise piggyback or participation rights in accordance with Section 4.3(d); provided that any Stockholder may deliver written notice (an “ Opt-Out Notice ”) to the Company requesting that such Stockholder not receive notice from the Company of any proposed registration or offering; provided further that following receipt of an Opt-Out Notice from a Stockholder (unless subsequently revoked by such Stockholder in writing), the Company shall not be required to deliver any notice pursuant to this Section 4.3(a)(i) and such Stockholder shall no longer be entitled to participate in any registration or offering conducted pursuant to this Section 4.3; and

(ii) include in such registration or offering, all the Registrable Securities specified in a written request or requests, made within seven (7) calendar days after delivery of such written notice from the Company, by any Stockholders (except that (A) if the managing underwriter(s) or the Person initiating the registration or offering determine that marketing factors require a shorter time period and so inform each Stockholder in the applicable written notice, such written request or requests must be made within three (3) calendar days and (B) in the case of an “overnight” offering or a “bought deal,” such written request or requests must be made within one (1) Business Day), in any case subject to the requirements of Section 4.2(b) or Section 4.3(b), as applicable, including without limitation the priorities set forth therein; provided , however , that the Company may withdraw any registration or offering initiated by the Company at any time before any related registration statement becomes effective, or postpone or terminate any offering of securities under such registration statement initiated by the Company, without obligation or liability to any Stockholder. The Company shall not have to provide notice of any new registration of securities proposed by the Company to the extent the Registrable Securities of the Stockholders are already included in an effective Shelf Registration Statement. Additionally, the Company shall not have to provide notice of any registration of securities proposed by the Company to any Stockholder to the extent such Stockholder does not hold a sufficient number of Registrable Securities to meet the minimum participation level set forth in Section 4.3(d) of this Agreement. The absence of any requirement to provide such notice shall have no effect on the rights of any Stockholder to participate in any offering following such registration in accordance with the terms of this Agreement.

(b) Underwriting . Notwithstanding any other provision of this Section 4.3, if the managing underwriter(s) determine that marketing factors require a limitation of the number of shares to be underwritten in a Company-initiated registration or offering, the Company shall so advise all Holders whose securities would otherwise be registered or offered pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration or underwritten offering shall be so limited and, except as otherwise provided herein, shall be allocated as follows:

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(i) first , to the Company;

(ii)  second , if there remains additional availability for additional Registrable Securities to be included in such registration or underwritten offering, among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included in the registration or underwritten offering; and

(iii) third , if there remains availability for additional securities to be included in such registration or underwritten offering, pro rata among any other Persons who have been granted registration rights, and have validly requested participation in such registration or underwritten offering, in proportion, as nearly as practicable, to the respective amounts of additional securities of such other Persons to be included in the registration or underwritten offering.

(c) Withdrawal . If any Holder disapproves of the terms of any underwriting related to any underwritten offering effected pursuant to Section 4.2 or this Section 4.3, the Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter(s). If by the withdrawal of such Registrable Securities a greater number of shares of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the managing underwriter(s)), then the Company shall offer to all Holders who have included Registrable Securities in the registration or underwritten offering the right to include additional shares of Registrable Securities in the same proportion used in determining the participation limitation in Section 4.2(b) or Section 4.3(b).

(d) Minimum Participation Level; Stockholders Declining to Participate in Shelf Registration . To the extent a Stockholder has Registrable Securities included in an effective Shelf Registration Statement, such Stockholder may not exercise its piggyback or participation rights pursuant to this Section 4.3 unless such Stockholder requests the inclusion of Registrable Securities in the applicable registration or underwritten offering with a gross anticipated offering price that is equal to or greater than five million dollars ($5,000,000). In addition, no Stockholder who has been offered but has declined the opportunity to include such Stockholder’s Registrable Securities in a Shelf Registration Statement will be entitled to receive any notices under this agreement or exercise piggyback or participation rights pursuant to this Section 4.3.

4.4 Other Registration-Related Matters .

(a) The Company may require any Stockholder that owns Shares that are included, or that such Stockholder has requested to be included, in a registration or offering in accordance with this Agreement (each a “ Holder ”) to furnish to the Company in writing such information regarding such Holder and the distribution of the Shares which are included in a public offering as may from time to time reasonably be requested in writing in order to comply with the Securities Act; provided , however , that under no circumstances will any Holder be obligated to make representations or provide indemnities except with respect to information reasonably required with respect to itself, the securities proposed to be sold by it and the intended method of disposition of such securities by such Holder, or such other representations as required by law.

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(b) The Company will pay all expenses in connection with each registration or proposed registration of Registrable Securities pursuant to Article 4 and the reasonable fees and expenses of one counsel for all Holders selected by the Holders of the majority of the Registrable Securities included by such Holders in such registration. Notwithstanding the foregoing, (y) the fees or expenses of any other counsel to the Holders or of any other expert hired directly by the Holders will be the sole responsibility of the Holders and (z) the Holders will be responsible for their respective pro rata portion (determined by reference to the number of shares included in the applicable registration) of all underwriting discounts and commissions and transfer taxes.

(c) Whenever required under Article 4 to use its reasonable best efforts to effect the registration of any Registrable Securities, the Company shall:

(i) subject to Article 4, prepare and file with the SEC a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective;

(ii) other than in the case of a Shelf Registration, prepare and file with the SEC such amendments, post-effective amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective until all of such Registrable Securities have been disposed of and to comply with the provisions of the Securities Act with respect to the disposition of such Registrable Securities in accordance with the intended methods of disposition set forth in such Registration Statement;

(iii) before filing any registration statement or prospectus, or any amendments or supplements thereto, in connection with any registration or proposed registration of Registrable Securities pursuant to Article 4, will furnish to counsel for the Holders copies of all documents proposed to be filed, which documents shall be subject to the review, comment and approval of such counsel;

(iv) notify each Holder of Registrable Securities, promptly after the Company receives notice thereof, of the time when such Registration Statement has been declared effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed;

(v) furnish to each Holder such number of copies of the applicable Registration Statement and of each amendment or supplement thereto (in each case including all exhibits and documents incorporated by reference therein), such number of copies of the Prospectus included in such Registration Statement (including each preliminary prospectus and summary prospectus), in conformity with the requirements of the Securities Act, and such other documents as such Holder may reasonably request in order to facilitate the disposition of Registrable Securities by such Holder;

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(vi) use all reasonable efforts to register or qualify Registrable Securities covered by a Registration Statement under such other securities or blue sky laws of such jurisdictions as each Holder reasonably requests, and do any and all other acts and things which may be reasonably necessary or advisable to enable such Holder to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Holder, except that the Company will not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction where, but for the requirements of this Section 4.4(c), it would not be obligated to be so qualified, to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction;

(vii) use all reasonable efforts to cause the Registrable Securities covered by a Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the Holder thereof to consummate the disposition thereof;

(viii) provide a transfer agent and registrar (which may be the same entity) for all such Registrable Securities not later than the effective date of such registration;

(ix) notify each Holder of Registrable Securities covered by a Registration Statement, at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, promptly after the Company becomes aware that the Prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and at the request of any such Holder, prepare and furnish to such Holder a reasonable number of copies of an amended or supplemental Prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;

(x) enter into such customary agreements (including an underwriting agreement in customary form) and take such other actions as Holders of a majority of Registrable Securities covered by a Registration Statement or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, making appropriate officers of the Company available to participate in “road show” and other customary marketing activities (including one-on-one meetings with prospective purchasers of the Registrable Securities);

(xi) make available for inspection by any Holder of Registrable Securities covered by a Registration Statement, by any underwriter participating in any disposition to be effected pursuant to such Registration Statement and by any attorney, accountant or other agent retained by any such Holder or any underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees to supply all information reasonably requested by any such Holder, underwriter, attorney, accountant or agent in connection with such Registration Statement;

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(xii) furnish to each Holder of Registrable Securities and each underwriter, if any, with (i) a legal opinion of the Company’s outside counsel, dated the effective date of such Registration Statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), in form and substance as is customarily given in opinions of the Company’s counsel to underwriters in underwritten public offerings including a standard “10b-5” opinion for such offering; (ii) a “comfort” letter signed by the Company’s independent certified public accountants in form and substance as is customarily given in accountants’ letters to underwriters in underwritten public offerings; and (iii) a standard officer’s certificate from the chief executive officer or chief financial officer, or other senior officers serving such functions of the Company addressed to the Holder;

(xiii) use its reasonable best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed if such Registrable Securities are not already so listed and if such listing is then permitted under the rules of such exchange;

(xiv) notify the Holders of Registrable Securities promptly of any request by the SEC for the amending or supplementing of such Registration Statement or Prospectus or for additional information;

(xv) advise the Holders of Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued;

(xvi) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the Commission and make available to its stockholders an earnings statement (in a form that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder) no later than thirty (30) days after the end of the 12-month period beginning with the first day of the Company’s first full fiscal quarter after the effective date of such Registration Statement, which earnings statement shall cover said 12-month period, and which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act; and

(xvii) otherwise use its reasonable best efforts to take all other steps necessary to effect the registration of such Registrable Securities contemplated hereby.

(d) If any Registration Statement refers to any Holder by name or otherwise as the Holder of any securities of the Company and if in its sole and exclusive judgment such Holder is or might be deemed to be an underwriter or a controlling person of the Company, such Holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such Holder and presented to the Company in writing, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the Company’s securities covered thereby and that such holding does not imply that such Holder shall assist in meeting any future financial requirements of the Company, or (ii) in the event that such reference to such Holder by name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such Holder.

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(e) In the event that any Holder could reasonably be deemed to be an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) in connection with such Registration Statement and any amendment or supplement thereof, reasonably cooperate with such Holder in allowing such Holder to conduct customary “underwriter’s due diligence” with respect to the Company and satisfy the Holder’s obligations in respect thereof.

(f) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4.4(c)(ix), such Holder will forthwith discontinue disposition of securities pursuant to the Registration Statement covering such Registrable Securities until such Holder’s receipt of the copies of the amended or supplemented Prospectus contemplated by Section 4.4(c)(ix) and, if so directed by the Company, such Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company gives any such notice, the period for which the Company will be required to keep the registration statement effective will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 4.4(c)(ix) to and including the date when each Holder has received the copies of the supplemented or amended prospectus contemplated by Section 4.4(c)(ix).

(g) Each Stockholder, other than the AS Group, who, along with its Affiliates, holds Registrable Securities in amount greater than the amount specified in Section 4.3(a)(i) shall agree in connection with any Underwritten Offering not to effect any sale, disposition or distribution of Registrable Securities or other equity securities of the Company during the 90-day period beginning on the date a prospectus or prospectus supplement relating to the such underwritten offering is filed with under the Securities Act, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Company or the officers, directors or any other equityholder of the Company on whom a restriction is imposed and (ii) the restrictions set forth in this Section 4.4(g) shall not apply to any Registrable Securities that are included in such underwritten offering.

4.5 Indemnification .

(a) Indemnification by the Company. In the event of any registration of any securities of the Company under the Securities Act pursuant to Article 4, the Company hereby agrees to indemnify and hold harmless, to the extent permitted by law, each Holder of Registrable Securities covered by such Registration Statement, each Affiliate of such Holder and their respective directors and officers, general and limited partners or members and managing members (and the directors, officers, affiliates and controlling Persons thereof), and each other Person, if any, who controls such Holder within the meaning of the Securities Act (collectively, the “ Indemnified Parties ”), against any and all losses, claims, damages or liabilities, joint or several, and expenses to which such Indemnified Party may become subject under the Securities

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Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof, whether or not such Indemnified Party is a party thereto) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement under which such securities were registered under the Securities Act, any Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendment thereof or supplement thereto, (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance; and the Company will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided , that the Company will not be liable to any Indemnified Party in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, in any such Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendment thereof or supplement thereto, in reliance upon and in conformity with written information with respect to such Indemnified Party furnished to the Company by such Indemnified Party for use in the preparation thereof. Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any Indemnified Party and will survive the Transfer of such securities by such Holder.

(b) Indemnification by the Holders . The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with Article 4, that the Company shall have received an undertaking reasonably satisfactory to it from the Holder of such Registrable Securities to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 4.5(a)) the Company, all other Holders and any prospective underwriter, as the case may be, and any of their respective Affiliates, directors, officers, general and limited partners, members and managing members and controlling Persons, with respect to any statement or alleged statement in or omission or alleged omission from such Registration Statement, any Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendment thereof or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information with respect to such Holder furnished to the Company by such Holder expressly for use in the preparation of such Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendment thereof or supplement thereto, or a document incorporated by reference into any of the foregoing; provided , however , that each Holder’s obligation to indemnify hereunder shall be several, not joint and several, and each Holder’s aggregate liability hereunder and under Section 4.5(e) with respect to any particular registration shall be limited to an amount equal to the net proceeds received by such Holder from the Registrable Securities sold by such Holder in such registration. Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the Holders, or any of their respective affiliates, directors, officers or controlling Persons and will survive the Transfer of such securities by such Holder.

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(c) Notices of Claims, Etc . Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 4.5 such Indemnified Party will, if a claim in respect thereof is to be made against an Indemnifying Party, give written notice to the latter of the commencement of such action; provided , that the failure of the Indemnified Party to give notice as provided herein will not relieve the indemnifying party of its obligations under Section 4.5(a) or 4.5(b), except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case any such action is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation. If, in such Indemnified Party’s reasonable judgment, having common counsel would result in a conflict of interest, between the interests of such indemnified and indemnifying parties, then such Indemnified Party may employ separate counsel reasonably acceptable to the indemnifying party to represent or defend such Indemnified Party in such action, it being understood, however, that the indemnifying party will not be liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such Indemnified Parties (and not more than one separate firm of local counsel at any time for all such Indemnified Parties) in such action. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claims or litigation. No Indemnified Party will consent to entry of any judgment or enter into any settlement without the consent of the indemnifying party (which will not be unreasonably withheld).

(d) Other Indemnification . Indemnification similar to that specified in this Section 4.5 (with appropriate modifications) will be given by the Company and each Holder of Registrable Securities with respect to any required registration or other qualification of securities under any federal or state law or regulation or governmental authority other than the Securities Act.

(e) Contribution . In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in this Section 4.5 is unavailable to an Indemnified Party, the indemnifying party shall contribute to the aggregate losses, damages, liabilities and expenses (collectively, “ Losses ”) of the nature contemplated by such indemnity agreement incurred by any Indemnified Party, (i) in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the Indemnified Parties on the other, in connection with the statements or omissions which resulted in such Losses or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such

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proportion as is appropriate to reflect not only the relative fault of but also the relative benefits to the Company on the one hard and each such Indemnified Party on the other, in connection with the statements or omissions which resulted in such Losses, as well as any other relevant equitable considerations. The relative benefits to the indemnifying party and the Indemnified Party shall be determined by reference to, among other things, the total proceeds received by the indemnifying party and the Indemnified Party in connection with the offering to which such losses relate. The relative fault of the indemnifying party and the Indemnified Party shall be determined by reference to, among other things, whether the action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or related to information supplied by, the indemnifying party or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action. The parties hereto agree that it would be not be just or equitable if contribution pursuant to this Section 4.5(e) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 4.5(e), the aggregate liability of any indemnifying party under this Section 4.5(e) and Section 4.5(b) shall be limited to an amount equal to the amount of net proceeds received by such indemnifying party from sales of the Registrable Securities by such indemnifying party pursuant to the offering that gave rise to such Losses.

4.6 Participation in Underwritten Registrations . No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder’s ownership of its shares of Common Stock to be sold in the offering and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 4.5.

4.7 Rule 144 Compliance . With a view to making available to Stockholders holding of Registrable Securities the benefits of Rule 144 under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Stockholder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3 (or any successor form), the Company shall:

(a) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times after the effective date of the registration statement filed by the Company for its initial public offering;

(b) use its reasonable best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act, at any time after the Company has become subject to such reporting requirements; and

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(c) furnish to any Stockholder so long as such Stockholder owns Registrable Securities, promptly upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 under the Securities Act and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed or furnished by the Company as such Stockholder may request in connection with the sale of Registrable Securities without registration.

4.8 Preservation of Rights . The Company shall not (a) grant any registration rights to third parties which are more favorable than or inconsistent with the rights granted hereunder, or (b) enter into any agreement, take any action, or permit any change to occur, with respect to its securities that violates or subordinates the rights expressly granted to the holders of Registrable Securities in this Agreement, except, in each case, if approved by (i) Stockholders holding in the aggregate a majority of the number of Registrable Securities held by Stockholders and (ii) the AS Group for so long as the AS Group holds at least ten percent (10%) of the aggregate number of outstanding Registrable Securities.

4.9 Termination of Registration Rights . Except with respect to the rights provided for in Section 4.5, no Stockholder shall be entitled to exercise any right provided for in this Article 4 after the date on which such Stockholder no longer holds any Registrable Securities.

ARTICLE 5. TERM OF AGREEMENT

5.1 Termination of this Agreement . This Agreement shall remain in effect until terminated automatically (i) upon the sale of all or substantially all of the assets or equity interests in the Company to a third party whether by merger, consolidation, sale of assets or securities or otherwise, or (ii) upon the cessation of the Company’s business and winding up of its affairs. Notwithstanding any termination of this Agreement, however, the provisions of this Agreement shall survive any such termination to the extent necessary for any Person to enforce any right of such Person which accrued hereunder prior to or on account of such termination.

ARTICLE 6. MISCELLANEOUS

6.1 Notices . All notices required to be given or delivered under this Agreement shall be in writing, and shall be given or delivered as follows:

If to the Company, to:

FMSA Holdings Inc.

c/o Fairmount Santrol

8834 Mayfield Road

Chesterland, Ohio 44026

Attention: David Crandall, Esq.

Facsimile: (440) 729-0265

Email: Dave.Crandall@fmsand.com

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With copies to (which shall not constitute notice) to:

ASP FML Holdings, LLC

c/o American Securities, LLC

299 Park Avenue, 34th Floor

New York, New York 10171

Attention: Matthew LeBaron and Eric Schondorf, Esq.

Telecopy No.: (212) 697-5524

Kaye Scholer LLP

250 West 55th

New York, New York 10019

Attention: Emanuel Cherney, Esq.

Telecopy No.: (212) 836-8689

Email: emanuel.cherney@kayescholer.com

If to a Stockholder, to the address for such Stockholder as set forth in the records of the Company.

Notices delivered by registered or certified mail or a national overnight air courier service shall be deemed to have been given three business days and one business day, respectively, after the day of registration or documented acceptance by the national overnight air courier service, as the case may be, and in the case of facsimile transmission, E-mail or other form of electronic transmission upon confirmation of receipt of such transmission (either by e-mail or orally). Otherwise, notices shall be deemed to have been given when actually received.

6.2 Further Assurances . From time to time after the date hereof, upon reasonable notice and without further consideration, each Stockholder shall execute and deliver any other document or instrument and shall take any other action as may be necessary in the reasonable discretion of the Board of Directors to give effect to or evidence the provisions of this Agreement.

6.3 Assignment . The rights granted under this Agreement may be assigned (but only with all related obligations) by: (i) a Stockholder to (a) his spouse, his descendants, any religious, charitable or educational organization, a trust of which such Stockholder, or any of these other Persons or entities, or any combination thereof, are primary beneficiaries (such Stockholder, any such other person or entity, and each settlor of the trust, each a “ Permitted Beneficiary ”) or (b) to any Permitted Beneficiary of such Stockholder that is a trust (determined, for this purpose, as if any settlor of the trust was the Stockholder) or (ii) a member of the AS Group, to (a) any other member of the AS Group, any fund or other entity managed by the same manager as a member of the AS Group, any partner, co-investor, member, manager, stockholder, employee, consultant or director of a member of the AS Group or (b) any transferee of Shares held by such member of the AS Group; conditioned, in each of subsections (i) and (ii), upon the execution and delivery of a joinder agreement, in a form and substance reasonably acceptable to the Company.

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6.4 Entire Agreement . This Agreement and the Exhibits hereto constitute the exclusive statement of the agreement of the Company and the Stockholders and supersede all other agreements, oral or written, among or between any of them concerning the subject matter contained herein. All negotiations among or between any of the Company and the Stockholders are superseded by this Agreement, and there are no representations, promises, understandings, or agreements, oral or written, in relation thereto among or between any of them other than those incorporated herein.

6.5 Modification and Waiver . No amendment, modification, or waiver (an “ Amendment ”) of this Agreement shall be effective unless made in a written instrument which specifically references this Agreement and which is signed by the Company and approved by (i) Stockholders holding in the aggregate a majority of the number of Registrable Securities held by Stockholders and (ii) the AS Group for so long as the AS Group holds at least ten percent (10%) of the aggregate number of outstanding Registrable Securities.

6.6 Governing Law . This Agreement shall be governed by and construed under the laws of the State of Delaware.

6.7 Severability and Reformation . If any provision of this Agreement, or the application thereof to any Person or circumstance should, for any reason and to any extent, be invalid or unenforceable, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law. In addition, if any of the Transfer restrictions applicable to Shares contained herein should ever be found by a court of competent jurisdiction to be invalid or unenforceable, such court is hereby authorized by the Company and the Stockholders to reform such provision for the purpose of imposing reasonable and enforceable restrictions on the Transfer of Shares so as to carry out the intentions of the Company and the Stockholders in imposing Transfer restrictions designed to ensure unity and continuity in the ownership and control of the Company and to afford the remaining Stockholders a reasonable degree of discretion and control over the admission of other Persons as Stockholders of the Company.

6.8 Headings . The Article and Section headings contained in this Agreement are intended solely for convenience of reference and shall not be considered in interpreting this Agreement.

6.9 Gender and Number . Whenever the context requires in this Agreement, the masculine gender includes the feminine or neuter, the neuter gender includes the masculine or feminine, and the singular number includes the plural.

6.10 Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

6.11 Third Parties . Nothing expressed or implied in this Agreement is intended or shall be construed to confer on any Person, other than the Company and the Stockholders, any rights hereunder.

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6.12 Exhibits . The Exhibits referenced in this Agreement constitute an integral part of this Agreement as if fully rewritten herein.

6.13 Time Periods . Unless otherwise indicated, any action required hereunder to be taken within a certain number of days shall be taken within that number of calendar days; provided , however , that if the last day for taking such action falls on a Saturday, Sunday, or a holiday observed by the Company, the period during which such action may be taken shall be automatically extended to the next business day.

[Signature Page Follows]

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INTENDING TO BE LEGALLY BOUND, the parties hereto have executed this Agreement or have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

[STOCKHOLDERS’ AGREEMENT SIGNATURE PAGE]

[STOCKHOLDERS’ AGREEMENT SIGNATURE PAGE]

[STOCKHOLDERS’ AGREEMENT SIGNATURE PAGE]

Schedule I

Stockholders

David Alexander

Dianne Anderson

ASP FML Holdings, LLC

Suzy Braden

Gail Bell Calfee

Chris Calhoun

Caroline Emrick Weingart

Charles R. Emrick III

Robert Cicigoi

Anatole Cisan,Jr Revocable Trust U/T/A March 29,2011

Heidie M. Cisan Revocable Trust U/T/A March 29,2011

Al Cisan

GERALD L. CLANCEY TRUST NO. 1

THE GERALD L. CLANCEY GRANTOR RETAINED ANNUITY TRUST NO. 1 dtd 12/21/2010

Jerry Clancey

GERALD L. CLANCEY Irrevocable TRUST dated 12/13/12

The Connie J Clancey Irrevocable Trust for the benefit of Gerald L Clancey dtd 6/27/14

GERALD L. CLANCEY GRANTOR RETAINED ANNUITY TRUST NO. 3

GERALD L. CLANCEY GRANTOR RETAINED ANNUITY TRUST NO. 4

GERALD L. CLANCEY GRANTOR RETAINED ANNUITY TRUST NO. 5 dtd 6/27/14

GERALD L. CLANCEY GRANTOR RETAINED ANNUITY TRUST NO. 6 dtd 6/27/14

GERALD L. CLANCEY GRANTOR RETAINED ANNUITY TRUST NO. 2

GERALD L. CLANCEY GRANTOR RETAINED ANNUITY TRUST NO. 7 dtd 6/27/14

GERALD L. CLANCEY GRANTOR RETAINED ANNUITY TRUST NO. 8 dtd 6/27/14

GERALD L. CLANCEY GRANTOR RETAINED ANNUITY TRUST NO. 9 dtd 6/27/14

Anne C Juster, Trustee, William E. Conway Irrev Trust f/b/o J. Harold Juster UTA 12/23/97

John Marino,Trustee under the Anne C. Juster Charitable Remainder Unitrust dated 5/15/01, as modified

Anne C. Juster Irrevocable Trust dated 11/13/12

Anne C. Juster, Trustee under the Anne C. Juster Declaration of Trust dated 11/14/96, as modified

Apple Seed Investment Partners, LLC

Jane Conway Barber, Trustee under the Jane Conway Barber Declaration of trust dated 3/2/95, as modified

ConJohn II LLC

Four C’s Capital, LLC

Anne C Juster, Trustee, William E. Conway Irrev Trust f/b/o Grace S. Juster UTA 11/29/93

Joseph K Juster Irrevocable Trust dtd 11/13/12

Joseph K Juster

Anne C Juster, Trustee, William E. Conway Irrev Trust f/b/o Julia F. Juster UTA 11/29/93

Ladd Barber

Mary F. Conway, Trustee under the Mary F. Conway Declaration of Trust dated December 13,1980, as modified

Peak Eight, LLC

Peak Eight II,LLC

Peter F. Conway, Trustee under The Peter F. Conway Declaration of Trust dated 1/16/95, as modified

The SandFair Foundation

TurtleCo II,LLC

William E. Conway, Trustee UTA dtd. 03-10-92

William T. Conway and Amy J. Conway, Trustees under the Conway Family Trust dated 10/11/95, as modified

401K Trust for David Crandall

David Crandall

Jenniffer Deckard, Trustee f/b/o Abbey Jo Deckard Trust

Jenniffer Deckard, Trustee f/b/o Connor John Deckard Trust

Jenniffer D. Deckard Family Trust U/A/D February 28, 2010, Jenniffer D. Deckard, Trustee

Jenniffer D. Deckard, Trustee of the Jenniffer Deckard Grantor Retained Annuity Trust #3

Daryl L Deckard, Trustee of the Daryl K Deckard Trust

Jenniffer D Deckard Irrevocable Trust dtd 12/27/12, Daryl K Deckard Trustee

Paul Dziekonski

PNC, Trustee for Calfee, Halter & Griswold Profit Sharing Trust f/b/o Charles Emrick, Jr.

Jesus Espinoza

Fairmount Minerals Foundation

Huntington National Bank U/A dtd 12/09/09 FBO Fairmount Minerals, Ltd. Stock Bonus Trust & Plan

Joseph Darrell Fodo Living trust u/t/a dtd 9/10/07

Joe Fodo

Joseph D. Fodo, or his successor in trust, as Trustee of the Joseph D. Fodo Grantor Retained Annuity Trust u/t/a dated 6/24/11

Joseph Darrell Fodo Living Trust u/t/a dated 6/24/11

Charles D. Fowler, TOD to the then acting Trustee under the Charles D. Fowler Declaration of Trust dated 9/26/91, as modified

Chaolley Limited Partnership

GrandSand LLC

Clint Fowler

Bruce Gilbert

Private Trust CO., NA. Trustee, Geraldine M Giles Trust B

Jo Ellen Tansil

TGB Revocable Living Trust u/a dtd 10/14/08

Amy Gray

Terry Gwinn

Robert Hauzie

Hillcrest Academy

FMT Co. Custodial IRA fbo David E. Hills

Dakota Hills

David E. Hills,Trustee, David E. Hills Revocable Trust 1994 U/A dated 6/10/94

Peter T. Hills

Mike Hollenbeck

Key Bank Trustee of the Peter Hoyt IRA

Peter H Hoyt, Trustee (or successor) under Declaration of trust dtd 5/10/91, as modifield

John Hurst

George Jauch,Trustee of the George Jauch Living Trust dated 10/17/05

Paula Jauch,Trustee of the Paula Jauch Living Trust dated 10/17/05

William Kelly

Michelle Kerns

Kelley Kerns

William D. Kidd Jr.

Stephen King, III

The Stephen E. King, III Grantor Retained Annuity Trust No. 1

The Stephen E. King, III Irrevocable Trust FBO John T. King dtd 12/14/2011

The Stephen E. King, III Irrevocable Trust FBO Stephen E. King, IV dtd 12/14/2011

The Stephen E. King, III Irrevocable Trust FBO Caitlin King dtd 12/14/2011

Mike Kline

Robert Ledyard, Trustee of the Robert E Ledyard revocable trust, dtd 08/10/09 or any successor(s) in trust

John Lethiot

Kristin Lewis

Audrey L. Schneider

George S. Lockwood III

Mark Longenecker

Maureen P Lynn Irrevocable Trust dtd 12/19/12

Maureen Lynn

William Andrew McAfee 2012 Trust

W Andrew McAfee, trustee of the Alexander McAfee Grantor Retained Annuity trust dtd 4/22/14

W Andrew McAfee, trustee of the Alexander McAfee Grantor Retained Annuity trust dtd 11/12/12

W Andrew McAfee, trustee of the Alexander McAfee Grantor Retained Annuity trust dtd 2/25/13

Christie McAfee Osmond as Trustee of the Christie McAfee Osmond 2014 GRAT dtd 6/30/14

W Andrew McAfee as Trustee of the W Andrew McAfee 2014 GRAT dtd 6/30/14

Christie McAfee Osmond

Jeffery M Osmond

Alexander W Osmond

Megan E Osmond

Molly McAfee Marshall

Marianna Marshall

Annabel Simer

Bruce McBrian

Thomas B. McChesney Jr.

Elizabeth H. McChesney

Thomas A Mitropoulos Irrevocable Trust Dtd 8/1/2013

Thomas A Mitropoulos Trust Dtd 12/21/94, Thomas A Mitropoulos Trustee

Megan E. Ogle

Richard N. Ogle

James W Ogle

Janet C Ogle

Karen A Ogle

Patrick Okell

Peggy Pangrcic

Michelle Pezanoski

Edward D Jones & Company FBO Micky D Pfeiffer IRA

Dale Randolph

Mark Schiefelbein

Equity Trust, FBO Daniel G Schmidt IRA

Kathy Jo Montgomery

Lawrence Schultz

Ewald and Alice Sems Living Trust, Dated August 7, 2006

Sems, Ewald Charitable Remainder Trust

Richard M Sems

Stephen Andrew Sems

Susan Rebecca Calzada

Byron Smith

Robert Smith

Van Smith

Van Smith, Trustee of the van Smith Grantor Retained Annuity Trust #1 U/T/A dated 6/26/14

W. Hayden Thompson Trust UAD 10/29/75,William H. Thompson,Trustee

Michael C. Thompson

Patricia M. Thompson

William H. Thompson

Carl J Tippit

Francesca T. Leary

Nicholas C. Tippit

Samuel M. Tippit

J.R. Bright, Trustee, Tippit Special #2 f/b/o Carl J. Tippit

Carl J. Tippit, Trustee of the Tippit Special Trust #2 f/b/o Virginia Cronin U/A dated 10/15/81

Virginia T. Cronin, Trustee (or the then acting Trustee) of the Virginia T. Cronin Restatement of Trust dated 7/27/98

Key Bank Nat’l Assn Cust for University School u/a/d 7/24/06

Alan Van Zeeland

Sharon van Zeeland

Wayne Williams

Karen R Williams, Trustee of the Irrevocable Trust Agreement of Wayne T Williams dtd 6/27/14

David Wayne Williams

Gale Bartalone

Penny Iott

Schedule II

Major Stockholders

ASP FML Holdings, LLC

Exhibit 10.7

FORM OF INDEMNIFICATION AGREEMENT

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.

RECITALS

WHEREAS, the Board of Directors of the Company (the “Board”) believes that highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Board has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. The Fourth Amended and Restated By-laws (the “Bylaws”) and the Third Certificate of Incorporation of the Company the (“Certificate of Incorporation”) require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”). The Bylaws and Certificate of Incorporation and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the board of directors, officers and other persons with respect to indemnification;

WHEREAS, the uncertainties relating to such insurance and to indemnification may increase the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;

WHEREAS, this Agreement is a supplement to and in furtherance of the Bylaws and Certificate of Incorporation and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and

WHEREAS, Indemnitee does not regard the protection available under the Bylaws and Certificate of Incorporation and insurance as adequate in the present circumstances, and may not be willing to serve or continue to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve or continue to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

Section 1. Services to the Company. Indemnitee agrees to serve as a [director] [officer] [employee] [agent] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Company’s By-laws, and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as an [officer] [director] [agent] [employee] of the Company, as provided in Section 16 hereof.

Section 2. Definitions. As used in this Agreement:

(a) References to “agent” shall mean any person who is or was a director, officer, or employee of the Company or a subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, fiduciary or other official of another corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.

(b) A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:

i. Acquisition of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities unless the change in relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors;

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ii. Change in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 2(b)(i), 2(b)(iii) or 2(b)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;

iii. Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;

iv. Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; and

v. Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.

For purposes of this Section 2(b), the following terms shall have the following meanings:

(A) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

(B) “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Person shall exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

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(C) “Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving a merger of the Company with another entity.

(c) “Corporate Status” describes the status of a person who is or was a director, officer, employee or agent of the Company or of any other corporation, limited liability company, partnership or joint venture, trust or other enterprise which such person is or was serving at the request of the Company.

(d) “Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(e) “Enterprise” shall mean the Company and any other corporation, limited liability company, partnership, joint venture, trust or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, employee, agent or fiduciary.

(f) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and (ii) for purposes of Section 14(d) only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise. The parties agree that for the purposes of any advancement of Expenses for which Indemnitee has made written demand to the Company in accordance with this Agreement, all Expenses included in such demand that are certified by affidavit of Indemnitee’s counsel as being reasonable in the good faith judgment of such counsel shall be presumed conclusively to be reasonable. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(g) “Independent Counsel” shall mean a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this

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Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(h) “Indemnity Obligations” shall mean all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

(i) The term “Proceeding” shall include any threatened, pending or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative, legislative, or investigative (formal or informal) nature, including any appeal therefrom, in which Indemnitee was, is or will be involved as a party, potential party, non-party witness or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any action taken by Indemnitee (or a failure to take action by Indemnitee) or of any action (or failure to act) on Indemnitee’s part while acting pursuant to Indemnitee’s Corporate Status, in each case whether or not serving in such capacity at the time any liability or Expense is incurred for which indemnification, reimbursement, or advancement of Expenses can be provided under this Agreement. If the Indemnitee believes in good faith that a given situation may lead to or culminate in the institution of a Proceeding, this shall be considered a Proceeding under this paragraph.

(j) “Sponsor Entities” shall mean (i) American Securities LLC and (ii) any Affiliate of American Securities LLC and any investment fund or other Person advised or managed by American Securities LLC; provided, however, that neither the Company nor any of its subsidiaries shall be considered Sponsor Entities hereunder.

(k) Reference to “other enterprise” shall include employee benefit plans; references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

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Section 3. Indemnity in Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor, by reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding had no reasonable cause to believe that Indemnitee’s conduct was unlawful. The parties hereto intend that this Agreement shall provide to the fullest extent permitted by law for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided by the Certificate of Incorporation, the By-laws, vote of its stockholders or disinterested directors or applicable law.

Section 4. Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Delaware Court (as hereinafter defined) or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

Section 5. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with or related to each successfully resolved claim, issue or matter to the fullest extent permitted by law. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

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Section 6. Indemnification For Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or otherwise asked to participate in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.

Section 7. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

Section 8. Additional Indemnification.

(a) Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) by reason of Indemnitee’s Corporate Status.

(b) For purposes of Section 8(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to:

i. to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL, and

ii. to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Section 9. Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification payment in connection with any claim involving Indemnitee:

(a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or

(b) for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (as defined in Section 2(b) hereof) or similar provisions of state statutory law or common law, (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the

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payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act) or (iii) any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board or the compensation committee of the Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act; or

(c) except as provided in Section 14(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee or any Sponsor Entity, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee or any Sponsor Entity against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Section 10. Advances of Expenses. Notwithstanding any provision of this Agreement to the contrary (other than Section 14(d)), the Company shall advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 9(c), and such advancement shall be made within thirty (30) days after the receipt by the Company of a statement or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. In accordance with Section 14(d), advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the Indemnitee undertakes to repay the amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required other than the execution of this Agreement. This Section 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 9.

Section 11. Procedure for Notification and Defense of Claim.

(a) Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. The written notification to the Company shall include a description of the nature of the Proceeding and the facts underlying the Proceeding. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to

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indemnification following the final disposition of such Proceeding. The omission by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.

(b) The Company will be entitled to participate in the Proceeding at its own expense.

Section 12. Procedure Upon Application for Indemnification.

(a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied.

(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company

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advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided , however , that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereof and the final disposition of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by such court or by such other person as such court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Section 13. Presumptions and Effect of Certain Proceedings.

(a) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(a) of this Agreement, and the Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(b) Subject to Section 14(e), if the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material

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fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 13(b) shall not apply (i) if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 12(a) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination the Board has resolved to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within seventy-five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) of this Agreement.

(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser, financial advisor or other expert selected with reasonable care by or on behalf of the Enterprise. The provisions of this Section 13(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

(e) The knowledge and/or actions, or failure to act, of any director, officer, trustee, partner, managing member, fiduciary, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

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Section 14. Remedies of Indemnitee.

(a) Subject to Section 14(e), in the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12(a) of this Agreement within ninety (90) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5, 6 or 7 or the second to last sentence of Section 12(a) of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Section 3, 4 or 8 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 14(a); provided , however , that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce Indemnitee’s rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b) In the event that a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 14 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

(c) If a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d) The Company shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement. It is the intent of the Company that, to the fullest extent permitted by law, the Indemnitee not be required to incur legal fees or other

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Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. The Company shall, to the fullest extent permitted by law, indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company if, in the case of indemnification, Indemnitee is wholly successful on the underlying claims; if Indemnitee is not wholly successful on the underlying claims, then such indemnification shall be only to the extent Indemnitee is successful on such underlying claims or otherwise as permitted by law, whichever is greater.

(e) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

Section 15. Non-exclusivity; Survival of Rights; Insurance; Subrogation.

(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the By-laws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Bylaws and Certificate of Incorporation and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement and insurance provided by one or more Persons with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity). The Company hereby acknowledges and agrees that (i) the Company shall be the indemnitor of first resort with respect to any Proceeding, Expense, Liability or matter that is the subject of the Indemnity Obligations, (ii) the Company shall be primarily liable for all Indemnification Obligations and any indemnification afforded to Indemnitee in respect of any Proceeding, Expense, Liability or matter that is the subject of Indemnity Obligations, whether

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created by law, organizational or constituent documents, contract (including this Agreement) or otherwise, (iii) any obligation of any other Persons with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) to indemnify Indemnitee or advance Expenses or Liabilities to Indemnitee in respect of any Proceeding shall be secondary to the obligations of the Company hereunder, (iv) the Company shall be required to indemnify Indemnitee and advance Expenses or Liabilities to Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated (including, any Sponsor Entity) or insurer of any such Person and (v) the Company irrevocably waives, relinquishes and releases any other Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by the Company hereunder. In the event any other Person with whom or which Indemnitee may be associated (including, without limitations, any Sponsor Entity) or their insurers advances or extinguishes any liability or loss which is the subject of any Indemnity Obligation owed by the Company or payable under any Company insurance policy, the payor shall have a right of subrogation against the Company or its insurer or insurers for all amounts so paid which would otherwise be payable by the Company or its insurer or insurers under this Agreement. In no event will payment of an Indemnity Obligation by any other Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) or their insurers affect the obligations of the Company hereunder or shift primary liability for any Indemnity Obligation to any other Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity). Any indemnification, insurance or advancement provided by any other Person with whom or which Indemnitee may be associated (including, without limitation, any Sponsor Entity) with respect to any liability arising as a result of Indemnitee’s Corporate Status or capacity as an officer or director of any Person is specifically in excess over any Indemnity Obligation of the Company or valid and any collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance) provided by the Company under this Agreement.

(c) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents of the Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such claim or of the commencement of a Proceeding, as the case may be, to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

(d) In the event of any payment made by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

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(e) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided hereunder) hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(f) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such other corporation, limited liability company, partnership, joint venture, trust or other enterprise.

Section 16. Duration of Agreement. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a [director] [officer] [employee] [agent] of the Company or (b) one (1) year after the final termination of any Proceeding then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement relating thereto. The indemnification and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or of any other Enterprise, and shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.

Section 17. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

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Section 18. Enforcement.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director or officer of the Company.

(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the By-laws and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

Section 19. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.

Section 20. Notice by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to the Indemnitee under this Agreement or otherwise.

Section 21. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed or (c) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have been directed:

(a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide to the Company.

(b) If to the Company to

FMSA Holdings Inc.

8834 Mayfield Road

Chesterland, Ohio 44026

or to any other address as may have been furnished to Indemnitee by the Company.

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Section 22. Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

Section 23. Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of process in the State of Delaware, irrevocably RL&F Service Corp., 920 North King Street, 2 ^nd Floor, Wilmington, New Castle County, Delaware 19801 as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

Section 24. Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

Section 25. Third-Party Beneficiaries . The Sponsor Entities are intended third-party beneficiaries of this Agreement and shall have all of the rights afforded to Indemnitee under this Agreement.

Section 26. Miscellaneous. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.

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Exhibit 10.8

FMSA HOLDINGS INC. NON-QUALIFIED STOCK OPTION PLAN

Amended and Restated as of September 11, 2014

FMSA Holdings Inc. hereby adopts a non-qualified stock option plan for the benefit of certain persons and subject to the terms and provisions set forth below.

Certain capitalized items used in this Plan will have the meanings assigned to them in Section 11 hereof.

The purpose of the Plan is to provide Key Employees with greater incentive to serve and promote the interests of the Company and its shareholders. The premise of the Plan is that, if such Key Employees acquire a proprietary interest in the business of the Company or increase such proprietary interest as they may already hold, then the incentive of such Key Employees to work toward the Company’s continued success will be commensurately increased. Accordingly, the Company will, from time to time during the effective period of the Plan, grant to such Key Employees as may be selected to participate in the Plan options to purchase Class B Common Stock on the terms and subject to the conditions set forth in the Plan.

The Plan shall become effective on January 21, 1997.

The Plan shall be administered by the Committee. The Committee shall consist of no fewer than three (3) members, who shall be designated by the Board. Members of the Committee shall not be ineligible to participate in the Plan solely by reason of such membership. A majority of the Committee shall constitute a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present, or acts approved in writing by all of the members, shall constitute acts of the Committee. Subject to the terms and conditions of the Plan, the Committee shall have full and final authority in its absolute discretion:

(a) to select the Key Employees to whom options will be granted;

(b) to determine the number of shares of Class B Common Stock subject to any option;

(c) to determine the time when options will be granted;

(d) to determine the option price of Class B Common Stock subject to an option;

(e) to determine the time when each option may be exercised;

(f) to prescribe the form of the option agreements governing the options which are granted under the Plan and to set the provisions of such option agreements as the Committee may deem necessary or desirable provided such provisions are not contrary to the terms and conditions of the Plan;

(g) to adopt, amend and rescind such rules and regulations as, in the Committee’s opinion, may be advisable in the administration of the Plan; and

(h) to construe and interpret the Plan, the rules and regulations and the instruments evidencing options granted under the Plan and to make all other determinations deemed necessary or advisable for the administration of the Plan.

Any decision made or action taken by the Committee in connection with the administration, interpretation, and implementation of the Plan and of its rules and regulations, shall, to the extent permitted by law, be conclusive and binding upon all Optionees under the Plan and upon any person claiming under or through such an Optionee. Neither the Committee nor any of its members shall be liable for any act taken by the Committee pursuant to the Plan. No member of the Committee shall be liable for the act of any other member.

Subject to the restrictions herein contained, options may be granted from time to time in the discretion of the Committee only to such Key Employees, as designated by the Committee, whose initiative and efforts contribute or may be expected to contribute to the continued growth and future success of the Company and/or its Subsidiaries. Notwithstanding the preceding sentence, a Key Employee who renounces in writing any right he may have to receive stock options under the Plan shall not be eligible to receive any stock options under the Plan. No option shall be granted to any Key Employee during any period of time when such Key Employee is on leave of absence. The Committee may grant more than one option to the same Key Employee.

(a) Shares Available . Subject to the provisions of Subparagraph 6(b), the aggregate number of shares of Class B Common Stock for which options may be granted under the Plan shall be                               shares of Class B Common Stock. Either treasury or authorized and unissued shares of Class B Common Stock, or both, in such amounts, within the maximum limits of the Plan, as the Committee shall from

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time to time determine, may be so issued. All shares of Class B Common Stock which are the subject of any lapsed, expired or terminated options shall be available for the granting of additional options under the Plan. All shares purchased pursuant to the exercise of options granted under the Plan which are subsequently repurchased by the Company shall likewise be available for the granting of additional options under the Plan.

(b) Adjustments; Business Combinations . In the event that, subsequent to the date of adoption of the Plan by the Board, the outstanding shares of Class B Common Stock are, as a result of a stock split, stock dividend, combination or exchange of shares, exchange for other securities, reclassification, reorganization, redesignation, merger, consolidation, recapitalization or other such change, including without limitation any transaction described in Section 424(a) of the Code, increased or decreased or changed into or exchanged for a different number or kind of shares of stock or other securities of the Company, then (i) there shall automatically be substituted for each share of Class B Common Stock subject to an unexercised option granted under the Plan and each share of Class B Common Stock available for additional grants of options under the Plan the number and kind of shares of stock or other securities into which each outstanding share of Class B Common Stock shall be exchanged, (ii) the option price per share of Class B Common Stock or unit of securities shall be increased or decreased proportionately so that the aggregate purchase price for the securities subject to the option shall remain the same as immediately prior to such event, and (iii) the Committee shall make such other adjustments to the securities subject to options, the provisions of the Plan, and option agreements as may be appropriate and equitable and any such adjustment shall be final, binding and conclusive as to each Optionee. Any such adjustment shall provide for the elimination of fractional shares.

(a) Option Price . The option price per share of Class B Common Stock under each option granted pursuant to the Plan shall be determined by the Committee at the time of grant.

(b) Period of Option . The Committee shall determine when each option is to expire but no option shall be exercisable after ten (10) years have elapsed from the date upon which the option is granted.

(c) Limitation on Exercise and Transfer of Option . Only the Optionee may exercise an option, provided, however, that a guardian or other legal representative who has been duly appointed for such Optionee may exercise such option. No option granted hereunder shall be transferable except, if the Optionee is an individual, upon the Optionee’s death as provided in subparagraph 7(f) of this Agreement. No option granted hereunder may be pledged or hypothecated, nor shall any such option be subject to execution, attachment or similar process.

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(d) Conditions Governing Exercise of Option. The Committee may, in its absolute discretion, either require that, prior to the exercise of any option granted hereunder, the Key Employee to whom such option relates shall have been an Employee, Officer or Member of the Board for a specified period of time after the date such option was granted, or make any option granted hereunder immediately exercisable, or require that options granted hereunder be exercised in a specified sequence. Each option shall be subject to such additional restrictions or conditions with respect to the time and method of exercise as shall be prescribed by the Committee. Upon satisfaction of any such conditions, the option may be exercised in whole or in part at any time during the option period, but this right of exercise shall be limited to whole shares. Subject to the tax withholding provisions in Section 9 hereof, an option shall be exercised by the Optionee by (i) giving written notice to the Company of the Optionee’s exercise of the option, (ii) submitting an executed counterpart to the Stockholders Agreement, and (iii) either (a) paying in full the purchase price in cash, or (b) in the Committee’s discretion, paying the exercise price pursuant to a “cashless exercise” procedure.

(e) Dissolution, Liquidation and Certain Mergers . Upon the dissolution or liquidation of the Company, each outstanding option shall terminate. Upon (i) the occurrence of a merger or consolidation in which the Company is not the surviving corporation or (ii) a merger or consolidation in which the shares of Class B Common Stock of the Company are converted into cash or other consideration (other than stock or securities of the Company), each outstanding option shall not terminate but shall be subject to such adjustment or amendment as the Committee may deem appropriate, equitable and in compliance with applicable law, and any such adjustment shall be final, binding and conclusive as to each Optionee.

(f) Termination of Employment, Etc . At such time as the Key Employee to whom an option relates is neither an Employee, an Officer nor a Member of the Board, his options shall, unless otherwise provided in the option agreement between the Optionee and the Company, terminate and neither he nor any other person shall have any rights after the date he ceases to be an Employee, an Officer or Member of the Board to exercise all or any part of such options. A Key Employee’s employment shall not be deemed to have terminated while he is on a military, sick or other bona fide approved leave of absence from the Company or a Subsidiary. If any option is by terms of the option agreement exercisable following the Optionee’s death, if the Optionee is an individual, then such option shall be exercisable for a period of one year from the date of death, but in no event after the option’s expiration date, by the Optionee’s estate, or the person designated in the Optionee’s will, or the person to whom the option was transferred by the applicable laws of descent and distribution.

(g) Reissuance of Options . In the event of a decline in the fair market value of a share of Class B Common Stock, the Committee may, with the consent of the Optionee, terminate an existing option for the purpose of reissuing it as a new option with a lower option price.

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All Class B Common Stock subject to options granted under the Plan shall be subject to transfer restrictions and other rights, terms and provisions contained in the By-laws of the Company and the Stockholders Agreement, both of which are hereby incorporated herein by reference. Such transfer restrictions and other rights, terms and provisions shall be communicated to each Optionee upon grant of a stock option and may be amended thereafter by the Committee only in such manner as is consented to in writing by the Optionee. All share certificates issued pursuant to an exercise of an option under the Plan shall be stamped or otherwise imprinted with legends in substantially the forms set forth in Section 1.2 of the Exchange Agreements dated February 29, 1996, by and among the Company and each of the Initial Stockholders (as defined in the Stockholders Agreement).

The Company may make appropriate provision for tax withholding with respect to the exercise of an Option including, without limitation, (i) withholding such amount that the Company deems appropriate from any compensation or other amounts due him from the Company with funds in the amount the Company deems appropriate and (ii) in the Committee’s discretion, a “cashless withholding” procedure, in each case, as a condition precedent to the Optionee’s exercise of an Option and the issuance of shares pursuant to any such exercise.

The Committee is authorized to interpret the Plan and from time to time adopt any rules and regulations for carrying out the Plan that it may deem advisable. Except as otherwise provided herein or in an option agreement, subject to the approval of the Board, the Committee may at any time amend, modify, suspend or terminate the Plan.

The following terms shall have the meanings set forth below whenever used in this instrument:

(a) “Board” means the Board of Directors of the Company.

(b) “Class B Common Stock” means shares of Class B common stock, $.01 par value per share, of the Company.

(c) “Code” means the Internal Revenue Code of 1986, as amended, and any successor statute.

(d) “Committee” means the Compensation Committee appointed by the Board. Committee members need not be members of the Board.

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(e) “Company” means FMSA Holdings Inc., a Delaware corporation, and any successor thereto which shall maintain this Plan.

(f) “Employee” means an employee of the Company or any Subsidiary.

(g) “Key Employee” means any person whose performance as an Employee, as an Officer or as a Member of the Board, in the judgment of the Committee, is important to the successful operation of the Company or a Subsidiary.

(h) “Member of the Board” means a member of the Board of Directors of the Company.

(i) “Officer” means a person holding any office of the Company or any Subsidiary, whether or not such person is an Employee.

(j) “Optionee” means any Key Employee to whom a stock option has been granted pursuant to this Plan.

(k) “Plan” means this instrument, the FMSA Holdings Inc. Non-Qualified Stock Option Plan, as it is originally adopted and as it may be amended hereafter.

(l) “Stockholders Agreement” means the Stockholders Agreement, dated February 29, 1996, by and among the Company and each of the stockholders of the Company.

(m) “Subsidiary” means any corporation at least 50% of the voting stock of which is owned directly or indirectly by the Company.

(a) Option Agreements Need Not Be Identical . The form and substance of option agreements, whether granted at the same or different times, need not be identical.

(b) Options to be Non-Qualified Stock Options . All options granted pursuant the Plan shall be non-qualified stock options and shall not be treated as incentive stock options as defined in Section 422A of the Code.

(c) No Right To Be Employed, Etc . Nothing in the Plan or in any option agreement shall confer upon any Key Employee or Optionee any right to continue in the employ of the Company or a Subsidiary, or to serve as an Officer or a Member of the Board, or to be entitled to receive any remuneration or benefits not set forth in the Plan or such option

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agreement, or to interfere with or limit either the right of the Company or a Subsidiary to terminate his employment or remove him from his office at any time or the right of the shareholders of the Company or a Subsidiary to remove him as a Member of the Board with or without cause.

(d) Optionee Does Not Have Rights Of Shareholder . Nothing contained in the Plan or in any option agreement shall be construed as entitling any Optionee to any rights of a shareholder as a result of the grant of an option until such time as shares of Common Stock are actually issued to such Optionee pursuant to the exercise of an option.

(e) Successors In Interest . The Plan shall be binding upon the successors and assigns of the Company.

(f) No Liability Upon Distribution Of Shares . The liability of the Company under the Plan and any distribution of shares of Class B Common Stock made hereunder is limited to the obligations set forth herein with respect to such distribution and no term or provision of the Plan shall be construed to impose any liability on the Company or the Committee in favor of any person with respect to any loss, cost or expense which the person may incur in connection with or arising out of any transaction in connection with the Plan.

(g) Use Of Proceeds . The cash proceeds received by the Company from the issuance of shares of Class B Common Stock pursuant to the Plan will be used for general corporate purposes.

(h) Expenses . The expenses of administering the Plan shall be borne by the Company.

(i) Captions . The captions and section numbers appearing in the Plan are inserted only as a matter of convenience. They do not define, limit, construe or describe the scope or intent of the provisions of the Plan.

(j) Number . The use of the singular or plural herein shall not be restrictive as to number and shall be interpreted in all cases as the context may require.

(k) Gender . The use of the feminine, masculine or neuter pronoun shall not be restrictive as to gender and shall be interpreted in all cases as the context may require.

The Plan shall terminate on December 31, 2007, and thereafter no options shall be granted under the Plan. All options outstanding at the time of termination of the Plan shall continue in full force and effect according to the terms of the option agreements governing such options and the terms and conditions of the Plan.

* * * * * *

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Exhibit 10.9

FORM OF STOCK OPTION AGREEMENT

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”).

RECITAL :

To provide additional incentive to the Optionee to further the Company’s and its Subsidiaries’ business and operations, the Company’s Compensation Committee (the “Committee”) has determined that the Optionee should be granted a stock option for the number of shares of Class B common stock, $.01 par value per share, of the Company set forth herein below (the “Shares”);

The Company and the Optionee hereby agree as follows:

1. Definitions . Capitalized terms not otherwise defined herein shall have the meanings given to them in the Company’s Non-Qualified Stock Option Plan (the “Plan”). The following capitalized terms shall have the meanings set forth below:

2. Grant of Option . The Company hereby grants to the Optionee the right and option to purchase all or any number of an aggregate of                                                       Shares at an Option Price of $              per Share.

3. Term of Option . The term of the Option shall commence on the date hereof and expire ten years from the date hereof, provided, however, that the Option may expire at an earlier date pursuant to Sections 5 or 6 hereof. Unless the Option expires pursuant to Sections 5 or 6 hereof, the Option shall expire at the close of regular business hours at the Company’s principal office in Chardon, Ohio, on the last day of the term of the Option.

4. Exercise Dates . The Optionee shall be entitled to exercise the Option with respect to all Shares for which the Option is granted hereunder on or after the date hereof.

The Option may hereafter be exercised by the Optionee either with respect to all or any number of such Shares at any time or from time to time prior to the expiration of the Option.

The Option may not be exercised unless the Optionee shall be (i) a Director, (ii) an officer, or (iii) an employee of the Company or of a Subsidiary at such time.

5. Termination of Status as a Director, Officer or Employee of the Company . At such time as the Optionee ceases to be either (i) a Director, (ii) an officer, or (iii) an employee of the Company or a Subsidiary, whether by reason of the death or retirement of the Optionee or otherwise, with or without cause, the Option shall immediately expire.

6. Dissolution, Liquidation and Certain Mergers . Upon the dissolution or liquidation of the Company, the Option shall expire. Upon (i) the occurrence of a merger or consolidation in which the Company is not the surviving corporation or (ii) a merger or consolidation in which the shares of common stock of the Company are converted into cash or other consideration (other than stock or securities of the Company), the Option shall not expire but shall be subject to such adjustment or amendment as the Committee may deem appropriate, equitable and in compliance with applicable law and any such adjustment shall be final, binding and conclusive as to Optionee.

7. Adjustment of Number of Shares, Etc. If after the date of this Agreement, the outstanding Shares of the Company are, as a result of a stock split, stock dividend, combination or exchange of shares, exchange for other securities, reclassification, reorganization, redesignation, merger, consolidation, recapitalization or other such change, including without limitation any transaction described in Section 424(a) of the Code, increased or decreased or changed into or exchanged for a different number or kind of shares of stock or other securities of the Company, then (i) there shall automatically be substituted for each Share subject to an unexercised option granted hereunder the number and kind of shares of stock or other securities into which each outstanding Share shall be exchanged, (ii) the option price per Share or unit of securities shall be increased or decreased proportionately so that the aggregate purchase price for the securities subject to the option shall remain the same as immediately prior to such event, and (iii) the Committee shall make such other adjustments to the securities subject to this Agreement as may be appropriate and equitable and any such adjustment shall be final, binding and conclusive as to the Optionee. Any such adjustment shall provide for the elimination of fractional shares.

8. Exercise of Option . The Option may be exercised by delivering to the Chairman of the Board or the President of the Company at its principal office, 11833 Ravenna Road, Chardon, Ohio, 44024, (1) a completed Notice of Exercise of Option in the form of Exhibit A attached hereto setting forth the number of Shares with respect to which the Option is being exercised, (2) an executed Counterpart Signature Page to Stockholders Agreement in the form of Exhibit B attached hereto and (3) payment in full for the Shares. Such payment shall be made by certified or cashier’s check payable to the Company in the amount of the aggregate purchase price for such Shares.

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9. Issuance of Share Certificates . Subject to the last sentence of this Section 9 and the tax withholding provisions of Section 16 of this Agreement, upon receipt by the Company prior to expiration of the Option of the three items listed in Section 8 of this Agreement (and, with respect to any Option exercised pursuant to Section 11 hereof by someone other than the Optionee, proof satisfactory to the Committee of the right of such person to exercise the Option), the Company shall promptly cause to be made or otherwise delivered to the Optionee (or such other person having the right to exercise the Option), a certificate for the number of Shares so purchased. The Optionee shall not have any of the rights of a shareholder with respect to the Shares which are subject to the Option unless and until a certificate representing such Shares is issued pursuant to the valid exercise of the Option. The Company shall not be required to issue any certificates for Shares upon the exercise of the Option prior to (i) obtaining any approval from any governmental agency which the Committee shall, in its sole discretion, determine to be necessary or advisable, (ii) the admission of such Shares to listing on any national securities exchange on which the Shares may be listed, and (iii) completion of any registration or other qualification of the Shares under any state or federal law or ruling or regulations of any governmental body which the Committee shall, in its sole discretion, determine to be necessary or advisable, or the determination by the Committee, in its sole discretion, that any registration or other qualification of the Shares is not necessary or advisable.

10. Other Provisions Relating to Shares . All Shares purchased pursuant to the exercise of any Options shall be subject to all of the transfer restrictions and other rights, terms and provisions contained in the Plan, as it may be amended from time to time, and the Optionee (and, with respect to any Option exercised pursuant to Section 11 hereof by someone other than the Optionee, such other person or entity) hereby acknowledges receipt of the same and agrees to be bound thereby, as it may be amended from time to time. All Shares issued pursuant to Section 9 shall bear such notation or other statement concerning the restrictions on such Shares imposed by this Agreement (as contained in the Plan) as may be required by Delaware law in order to make such restrictions enforceable against the holder thereof, subsequent holders, and any potential or actual transferees of such Shares. Such notation or statement shall include legends in substantially the following forms:

“The securities represented hereby have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and neither the securities nor any interest therein may be offered, sold, transferred, pledged, or otherwise disposed of except pursuant to an effective registration statement under such act or such laws or an exemption from registration under such act and such laws, which, in the opinion of counsel satisfactory to FML Holdings, Inc., is available.”

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“The securities represented hereby are subject to the restrictions on transfer contained in (i) the By-Laws of FML Holdings, Inc. and (ii) a Stockholders Agreement by and among FML Holdings, Inc. and each of its stockholders. A copy of such By-Laws and such Stockholders Agreement are available for inspection at the offices of FML Holdings, Inc. or will be provided to the holder of this certificate upon written request delivered to FML Holdings, Inc.”

11. Successors in Interest, Etc. This Agreement shall be binding upon and inure to the benefit of any successor of the Company. The Option shall not be transferable and may be exercised only during the lifetime of the Optionee and only by the Optionee, provided that a guardian or other legal representative who has been duly appointed for such Optionee may exercise the Option on behalf of the Optionee.

12. Option is a Nonqualified Stock Option . The Option shall be a non-qualified stock option and shall not be treated as an incentive stock option as defined in Section 422 of the Code.

13. No Liability Upon Distribution of Shares . The liability of the Company under this Agreement and any distribution of Shares made hereunder is limited to the obligations set forth herein with respect to such distribution, and no term or provision of this Agreement shall be construed to impose any liability on the Company or the Committee in favor of any person with respect to any loss, cost or expense which the person may incur in connection with or arising out of any transaction in connection with this Agreement.

14. Captions . The captions and section numbers appearing in this Agreement are inserted only as a matter of convenience. They do not define, limit, construe or describe the scope or intent of the provisions of this Agreement.

15. Provisions of Plan Control . This Agreement is subject to all of the terms, conditions, and provisions of the Plan, as amended from time to time, and to such rules, regulations, and interpretation of the Plan as may be adopted by the Committee or the Board of Directors of the Company as in effect from time to time. In the event and to the extent that this Agreement conflicts or is inconsistent with the terms, conditions, and provisions of the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly.

16. Withholding . As a condition precedent to the Optionee’s exercise of the Option or the issuance of Shares pursuant to any such exercise, the Company may make appropriate provision for tax withholding with respect to any exercise of the Option including, without limitation, withholding such amount that the Company deems appropriate from any compensation or other amounts due him from the Company or any Subsidiary and requiring the Optionee to provide the Company with funds in the amount the Company deems appropriate.

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17. Employment by Company or Subsidiary . Nothing herein shall be construed as an offer or commitment by the Company or any Subsidiary to continue for any period of time the employment of, or as a limitation on the right of the Company or any Subsidiary at any time with or without cause to terminate the employment of, the Optionee.

18. Investment Representation . Optionee hereby represents and warrants that any Shares which may be acquired by virtue of the exercise of the Option shall be acquired for investment purposes only and not with a view to distribution or resale; provided, however, that this restriction shall become inoperative in the event a registration statement under the Securities Act of 1933, as amended (the “Act”), has become effective with respect to the Shares which are subject to the Option or unless the Optionee establishes to the satisfaction of the Company that the offer or sale of the Shares which are subject to the Option may lawfully be made without registration under the Act.

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer, and the Optionee has hereunto set his hand, all as of the day and year first above written.

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EXHIBIT A

FML HOLDINGS, INC.

Notice of Exercise of Option

Chairman of the Board

FML Holdings, Inc.

11833 Ravenna Road

Chardon, Ohio 44024

The undersigned hereby exercises a Nonqualified Stock Option to purchase                  shares of Class B common stock of FML Holdings, Inc. at a price of $              per share. A certified check or cashier’s check in the amount of $         is attached hereto in full payment for such shares.

The undersigned hereby represents and warrants that the shares which are being acquired by virtue of this Exercise of Option shall be acquired for investment purposes only and not with a view to distribution or resale; provided, however, that this restriction shall become inoperative in the event a registration statement under the Securities Act of 1933, as amended (the “Act”), has become effective with respect to the shares which are being acquired pursuant hereto or unless the undersigned establishes to the satisfaction of FML Holdings, Inc. that the offer or sale of the shares which are being acquired pursuant hereto may lawfully be made without registration under the Act.

The undersigned acknowledges that he/she has reviewed the Company’s By-Laws, including the restrictions on transfer contained in Article VII thereof, and the Stockholders Agreement dated February 29, 1996, by and among FML Holdings, Inc. and each of its stockholders (the “Stockholders Agreement”). The undersigned hereby agrees to be bound by the terms and provisions of the By-Laws and the Stockholders Agreement, and hereby submits a counterpart signature page to the Stockholders Agreement.

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EXHIBIT B

FML HOLDINGS, INC.

Counterpart Signature Page to Stockholders Agreement

In consideration of the mutual covenants contained in the Stockholders Agreement dated February 29, 1996 (including any amendments thereto) by and among FML Holdings, Inc. and each of its stockholders (the “Agreement”), and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned hereby agrees to be bound by the terms and provisions of the Agreement.

IN WITNESS WHEREOF, the undersigned has executed the Agreement as of the date written below.

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Exhibit 10.10

AMENDMENT I TO THE

FMSA HOLDINGS INC. NON-QUALIFIED STOCK OPTION PLAN

STOCK OPTION AGREEMENT

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.

WHEREAS , the Company previously made grants of stock option awards under the 1997 Plan to certain individuals;

WHEREAS , the Company changed its name from FML Holdings, Inc. to FMSA Holdings Inc. and wishes to reflect that name change in the Award Agreements;

WHEREAS , holders of vested stock options of the Company (“ Optionees ”), including holders of stock options granted under the 1997 Plan, are allowed to exercise such stock options upon pricing of the initial public offering of the Company (the “ Offering ”) (the stock options so exercised on pricing, the “ Exercised Options ”) in order to sell shares received on such exercise (the “ Underlying Shares ”) in the Offering;

WHEREAS , Section 4 and Section 10 of the 1997 Plan, as well as Section 15 of the Award Agreements, provide the board of directors of the Company (the “ Board ”) with the power to amend the 1997 Plan and the Award Agreements issued thereunder;

WHEREAS , the Board has determined it would be in the best interest of the Company to allow Optionees to pay the exercise price for the Exercised Options granted under the 1997 Plan out of proceeds from the sale of the Underlying Shares in the Company’s Offering (also referred to as a “cashless exercise”); and

WHEREAS , the Board has determined it would be in the best interest of the Company to allow Optionees to pay any employee tax withholding amounts due with respect to the exercise of the Exercised Options granted under the 1997 Plan out of the proceeds from the immediate sale of the Underlying Shares in the Company’s Offering (also referred to as “cashless withholding”).