Common use of Additional Investment Representations Clause in Contracts

Additional Investment Representations. Each Management Member represents and warrants that: (a) the Management Member's financial situation is such that such Management Member can afford to bear the economic risk of holding the Units for an indefinite period of time, has adequate means for providing for the Management Member's current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's investment in the Units; (b) the Management Member's knowledge and experience in financial and business matters are such that the Management Member is capable of evaluating the merits and risks of the investment in the Units; (c) the Management Member understands that the Units are a speculative investment which involves a high degree of risk of loss of Management Member's investment therein, there are substantial restrictions on the transferability of the Units and, on the date on which such Management Member acquires such Units and for an indefinite period following such date, there will be no public market for the Units and, accordingly, it may not be possible for the Management Member to liquidate the Management Member's investment including in case of emergency, if at all; (d) the terms of this Agreement provide that if the Management Member ceases to provide services to the Company and its Affiliates, the Company and its Affiliates have the right to repurchase the Units at a price which may be less than the Fair Market Value thereof; (e) the Management Member understands and has taken cognizance of all the risk factors related to the purchase of the Units and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member or Management Member's representatives concerning the Units, the Company, the Subsidiaries or their respective prospects or other matters; (f) the Management Member has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the LLC Agreement, the Company's organizational documents and the terms and conditions of the purchase of the Units and to obtain any additional information which the Management Member deems necessary; and (g) all information which the Management Member has provided to the Company and the Company's representatives concerning the Management Member and the Management Member's financial position is complete and correct as of the date of this Agreement.

Additional Investment Representations. Each Management Member represents and warrants that: (aA) the Management Member's financial situation is such that such Management Member can afford to bear the economic risk of holding the Units for an indefinite period of time, has adequate means for providing for the Management Member's current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's investment in the Units; (bB) the Management Member's knowledge and experience in financial and business matters are such that the Management Member is capable of evaluating the merits and risks of the investment in the Units; (cC) the Management Member understands that the Units are a speculative investment which involves a high degree of risk of loss of Management Member's investment therein, there are substantial restrictions on the transferability of the Units and, on the date on which such Management Member acquires such Units and for an indefinite period following such date, there will be no public market for the Units and, accordingly, it may not be possible for the Management Member to liquidate the Management Member's investment including in case of emergency, if at all; (dD) the terms of this Agreement provide that if the Management Member ceases to provide services to the Company and its Affiliates, the Company and its Affiliates have the right to repurchase the Units at a price which may be less than the Fair Market Value thereof; (eE) the Management Member understands and has taken cognizance of all the risk factors related to the purchase of the Units and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member or Management Member's representatives concerning the Units, the Company, the Subsidiaries or their respective prospects or other matters; (fF) the Management Member has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the LLC Agreement, the Company's organizational documents and the terms and conditions of the purchase of the Units and to obtain any additional information which the Management Member deems necessary; and (gG) all information which the Management Member has provided to the Company and the Company's representatives concerning the Management Member and the Management Member's financial position is complete and correct as of the date of this Agreement.

Additional Investment Representations. Each Management Member represents and warrants that: (a) the Management Member's ’s financial situation is such that such Management Member can afford to bear the economic risk of holding the Units for an indefinite period of time, has adequate means for providing for the Management Member's ’s current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's ’s investment in the Units; (b) the Management Member's ’s knowledge and experience in financial and business matters are such that the Management Member is capable of evaluating the merits and risks of the investment in the Units; (c) the Management Member understands that the Units are a speculative investment which involves a high degree of risk of loss of Management Member's ’s investment therein, there are substantial restrictions on the transferability of the Units and, on the date on which such Management Member acquires such Units and for an indefinite period following such date, there will be no public market for the Units and, accordingly, it may not be possible for the Management Member to liquidate the Management Member's ’s investment including in case of emergency, if at all; (d) the terms of this Agreement provide that if the Management Member ceases to provide services to the Company and its Affiliates, the Company and its Affiliates have the right to repurchase the Units at a price which may be less than the Fair Market Value thereof; (e) the Management Member understands and has taken cognizance of all the risk factors related to the purchase of the Units and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member or Management Member's ’s representatives concerning the Units, the Company, the Subsidiaries or their respective prospects or other matters; (f) the Management Member has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the LLC Agreement, the Company's ’s organizational documents and the terms and conditions of the purchase of the Units and to obtain any additional information which the Management Member deems necessary; and (g) all information which the Management Member has provided to the Company and the Company's ’s representatives concerning the Management Member and the Management Member's ’s financial position is complete and correct as of the date of this Agreement.

Additional Investment Representations. Each Management Member Participant represents and warrants that: (a) the Management Member's Participant’s financial situation is such that such Management Member Participant can afford to bear the economic risk of holding the Incentive Units for an indefinite period of time, has adequate means for providing for the Management Member's Participant’s current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's Participant’s investment in the Incentive Units; (b) the Management Member's Participant’s knowledge and experience in financial and business matters are such that the Management Member Participant is capable of evaluating the merits and risks of the investment in the Incentive Units; (c) the Management Member Participant understands that the Incentive Units are a speculative investment which involves a high degree of risk of loss of Management Member's Participant’s investment therein, there are substantial restrictions on the transferability of the Incentive Units and, on the date on which such Management Member acquires such Units Closing Date and for an indefinite period following such datethe Closing, there will be no public market for the Incentive Units and, accordingly, it may not be possible for the Management Member Participant to liquidate the Management Member's Participant’s investment including in case of emergency, if at all; (d) the terms of this Agreement provide that if the Management Member Participant ceases to provide services to the Company and be an employee or service provider of Parent or its AffiliatesSubsidiaries, the Company and its Affiliates have Partnership has the right to repurchase or redeem the Incentive Units at a price which may may, under certain circumstances, be less than the Fair Market Value thereof; (e) the Management Member Participant understands and has taken cognizance of all of the risk factors related to the purchase of the Incentive Units and, other than as set forth in this Agreement, the Partnership LP Agreement, the Parent LP Agreement and the Securityholders Agreement and any other agreement or certificate delivered hereby or thereby, no representations or warranties have been made to the Management Member Participant or Management Member's Participant’s representatives concerning the Units, the Company, the Subsidiaries Incentive Units or Partnership or Parent or their respective prospects or other matters; (f) the Management Member Participant has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company Partnership and its representatives concerning the Company Partnership, Parent and its subsidiariesSubsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the LLC Partnership LP Agreement, the Company's Parent LP Agreement, the Securityholders Agreement, Partnership’s organizational documents and the terms and conditions of the purchase of the Incentive Units and to obtain any additional information which the Management Member Participant deems necessary; and; (g) all information which the Management Member Participant has provided to the Company Partnership and the Company's Partnership’s representatives concerning the Management Member Participant and the Management Member's Participant’s financial position is complete and correct as of the date of this Agreement; and (h) Participant is or is not an “accredited investor” within the meaning of Rule 501(a) under the Securities Act, as indicated on Participant’s Signature Page.

Additional Investment Representations. Each Management Member Executive represents and warrants that: (a) the Management Member's Executive’s financial situation is such that such Management Member Executive can afford to bear the economic risk of holding the Units for an indefinite period of time, has adequate means for providing for the Management Member's Executive’s current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's Executive’s investment in the Units; (b) the Management Member's Executive’s knowledge and experience in financial and business matters are such that the Management Member Executive is capable of evaluating the merits and risks of the investment in the Units; (c) the Management Member Executive understands that the Units are a speculative investment which involves a high degree of risk of loss of Management Member's Executive’s investment therein, there are substantial restrictions on the transferability of the Units and, on the date on which such Management Member acquires such Units Closing Date and for an indefinite period following such datethe Closing, there will be no public market for the Units and, accordingly, it may not be possible for the Management Member Executive to liquidate the Management Member's Executive’s investment including in case of emergency, if at all; (d) the terms of this Agreement provide that if the Management Member under certain circumstances Executive ceases to provide services to be an employee of the Company and or its AffiliatesSubsidiaries, the Company and its Affiliates have the right to repurchase the Units at a price which may may, under certain circumstances, be less than the Fair Market Value thereof; (e) the Management Member Executive understands and has taken cognizance of all the risk factors related to the purchase of the Units and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member Executive or Management Member's Executive’s representatives concerning the Units, Units or the Company, the Subsidiaries Company or their respective prospects or other matters; (f) the Management Member Executive has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiariesSubsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the LLC Securityholders Agreement, the Company's ’s organizational documents and the terms and conditions of the purchase of the Units and to obtain any additional information which the Management Member Executive deems necessary; and; (g) all information which the Management Member Executive has provided to the Company and the Company's ’s representatives concerning the Management Member Executive and the Management Member's Executive’s financial position is complete and correct as of the date of this Agreement; and (h) Executive is or is not an “accredited investor” within the meaning of Rule 501(a) under the Securities Act, as indicated on Executive’s Master Signature Page.

Additional Investment Representations. Each Management Member Executive represents and warrants that: (a) the Management Member's Executive’s financial situation is such that such Management Member Executive can afford to bear the economic risk of holding the Units for an indefinite period of time, has adequate means for providing for the Management Member's Executive’s current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's Executive’s investment in the Units; (b) the Management Member's Executive’s knowledge and experience in financial and business matters are such that the Management Member Executive is capable of evaluating the merits and risks of the investment in the Units; (c) the Management Member Executive understands that the Units are a speculative investment which involves a high degree of risk of loss of Management Member's Executive’s investment therein, there are substantial restrictions on the transferability of the Units and, on the date on which such Management Member acquires such Units Closing Date and for an indefinite period following such datethe Closing, there will be no public market for the Units and, accordingly, it may not be possible for the Management Member Executive to liquidate the Management Member's Executive’s investment including in case of emergency, if at all; (d) the terms of this Agreement provide that if the Management Member under certain circumstances Executive ceases to provide services to be an employee of the Company and or its AffiliatesSubsidiaries, the Company and its Affiliates may have the right to repurchase the Units at a price which may may, under certain circumstances, be less than the Fair Market Value thereof; (e) the Management Member Executive understands and has taken cognizance of all the risk factors related to the purchase of the Units and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member Executive or Management Member's Executive’s representatives concerning the Units, Units or the Company, the Subsidiaries Company or their respective prospects or other matters; (f) the Management Member Executive has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiariesSubsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the LLC Securityholders Agreement, the Company's ’s organizational documents and the terms and conditions of the purchase of the Units and to obtain any additional information which the Management Member Executive deems necessary; and; (g) all information which the Management Member Executive has provided to the Company and the Company's ’s representatives concerning the Management Member Executive and the Management Member's Executive’s financial position is complete and correct in all material respects as of the date of this Agreement; and (h) Executive is or is not an “accredited investor” within the meaning of Rule 501(a) under the Securities Act, as indicated on Executive’s Master Signature Page.

Additional Investment Representations. Each Management Member Executive represents and warrants that: (a) the Management Member's Executive’s financial situation is such that such Management Member Executive can afford to bear the economic risk of holding the Incentive Units for an indefinite period of time, has adequate means for providing for the Management Member's Executive’s current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's Executive’s investment in the Incentive Units; (b) the Management Member's Executive’s knowledge and experience in financial and business matters are such that the Management Member Executive is capable of evaluating the merits and risks of the investment in the Incentive Units; (c) the Management Member Executive understands that the Incentive Units are a speculative investment which involves a high degree of risk of loss of Management Member's Executive’s investment therein, there are substantial restrictions on the transferability of the Incentive Units and, on the date on which such Management Member acquires such Units Closing Date and for an indefinite period following such datethe Closing, there will be no public market for the Incentive Units and, accordingly, it may not be possible for the Management Member Executive to liquidate the Management Member's Executive’s investment including in case of emergency, if at all; (d) the terms of this Agreement provide that if the Management Member Executive ceases to provide services to be an employee of the Company and or its AffiliatesSubsidiaries, the Company and its Affiliates have has the right to repurchase the Incentive Units at a price which may may, under certain circumstances, be less than the Fair Market Value thereof; (e) the Management Member Executive understands and has taken cognizance of all of the risk factors related to the purchase of the Incentive Units and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member Executive or Management Member's Executive’s representatives concerning the Units, Incentive Units or the Company, the Subsidiaries Company or their respective prospects or other matters; (f) the Management Member Executive has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the CompanySubsidiaries, the LLC Agreement, the Securityholders Agreement, the Company's ’s organizational documents and the terms and conditions of the purchase of the Incentive Units and to obtain any additional information which the Management Member Executive deems necessary; and; (g) all information which the Management Member Executive has provided to the Company and the Company's ’s representatives concerning the Management Member Executive and the Management Member's Executive’s financial position is complete and correct as of the date of this Agreement; and (h) Executive is or is not an “accredited investor” within the meaning of Rule 501(a) under the Securities Act, as indicated on the Signature Page.

Additional Investment Representations. Each Management Member The Stockholder represents and warrants that: (a) the Management MemberStockholder's financial situation is such that such Management Member he can afford to bear the economic risk of holding the Units Common Stock for an indefinite period of time, has adequate means for providing for the Management Member's his current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's his investment in the UnitsCommon Stock; (b) the Management MemberStockholder's knowledge and experience in financial and business matters are such that the Management Member he is capable of evaluating the merits and risks of the investment in the UnitsCommon Stock, as contemplated by this Agreement; (c) the Management Member Stockholder understands that the Units are Common Stock is a speculative investment which involves a high degree of risk of loss of Management Member's his investment therein, there are substantial restrictions on the transferability of the Units Common Stock and, on the date on which such Management Member acquires such Units Closing Date and for an indefinite period following such datethe Closing, there will be no public market for the Units Common Stock and, accordingly, it may not be possible for the Management Member Stockholder to liquidate the Management Member's his investment including in case of emergency, if at all; (d) the terms of this the Stockholders Agreement provide that if in the Management Member event that the Stockholder ceases to provide services to the Company and its Affiliatesbe an employee of Sheridan, the Company Company, Sheridan, Vestar (as defined in the Stockholders Agreement) and its Affiliates their designated affiliates have the right to repurchase the Units Common Stock at a price which may may, in certain circumstances, be less than the Fair Market Value thereoffair market value of such stock; (e) the Management Member Stockholder understands and has taken cognizance of all the risk factors related to the purchase of the Units Common Stock and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member Stockholder or Management Member's his representatives concerning the Units, Common Stock or the Company, the Subsidiaries its subsidiaries or their respective prospects or other matters; (f) in making his decision to purchase the Management Member Common Stock hereby subscribed for, the Stockholder has relied upon independent investigations made by him and, to the extent believed by the Stockholder to be appropriate, his representatives, including his own professional, financial, tax and other advisors; (g) the Stockholder has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the LLC Agreement, the Company's organizational documents and the terms and conditions of the purchase of the Units Common Stock and to obtain any additional information which information, in each case as the Management Member Stockholder or his representatives deems necessary; and; (gh) all information which the Management Member Stockholder has provided to the Company and the Company's its representatives concerning the Management Member Stockholder and the Management Member's his financial position is complete and correct as of the date of this Agreement; and (i) the Stockholder is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act.

Additional Investment Representations. Each Management Member The Executive represents and warrants that: (a) the Management Member's Executive’s financial situation is such that such Management Member Executive can afford to bear the economic risk of holding the Units for an indefinite period of time, has adequate means for providing for the Management Member's Executive’s current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's Executive’s investment in the Units; (b) the Management Member's Executive’s knowledge and experience in financial and business matters are such that the Management Member Executive is capable of evaluating the merits and risks of the investment in the Units; (c) the Management Member Executive understands that the Units are a speculative investment which involves a high degree of risk of loss of Management Member's Executive’s investment therein, there are substantial restrictions on the transferability of the Units and, on the date on which such Management Member acquires such Units Closing Date and for an indefinite period following such datethe Closing, there will be no public market for the Units and, accordingly, it may not be possible for the Management Member Executive to liquidate the Management Member's Executive’s investment including in case of emergency, if at all; (d) the terms of this Agreement provide that if the Management Member Executive ceases to provide services to be an employee of the Company and or its Affiliatessubsidiaries, the Company and its Affiliates have the right all Unvested Units are subject to repurchase the Units at a price which may be less than the Fair Market Value thereofforfeiture; (e) the Management Member Executive understands and has taken cognizance of all the risk factors related to the purchase of the Units and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member Executive or Management Member's Executive’s representatives concerning the Units, Units or the Company, the Subsidiaries Company or their respective prospects or other matters; (f) the Management Member Executive has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the LLC Securityholders Agreement, the Company's ’s organizational documents and the terms and conditions of the purchase of the Units and to obtain any additional information which the Management Member Executive deems necessary; and (g) all information which the Management Member Executive has provided to the Company and the Company's ’s representatives concerning the Management Member Executive and the Management Member's Executive’s financial position is complete and correct as of the date of this Agreement.

Additional Investment Representations. Each Management Member The Stockholder represents and warrants that: (a) the Management MemberStockholder's financial situation is such that such Management Member he can afford to bear the economic risk of holding the Units Common Stock for an indefinite period of time, has adequate means for providing for the Management Member's his current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's his investment in the Units;Common Stock; 5 5 (b) the Management MemberStockholder's knowledge and experience in financial and business matters are such that the Management Member he is capable of evaluating the merits and risks of the investment in the UnitsCommon Stock, as contemplated by this Agreement; (c) the Management Member Stockholder understands that the Units are Common Stock is a speculative investment which involves a high degree of risk of loss of Management Member's his investment therein, there are substantial restrictions on the transferability of the Units Common Stock and, on the date on which such Management Member acquires such Units Closing Date and for an indefinite period following such datethe Closing, there will be no public market for the Units Common Stock and, accordingly, it may not be possible for the Management Member Stockholder to liquidate the Management Member's his investment including in case of emergency, if at all; (d) the terms of this the Stockholders Agreement provide that if in the Management Member event that the Stockholder ceases to provide services to the Company and its Affiliatesbe an employee of Sheridan, the Company Company, Sheridan, Vestar (as defined in the Stockholders Agreement) and its Affiliates their designated affiliates have the right to repurchase the Units Common Stock at a price which may may, in certain circumstances, be less than the Fair Market Value thereoffair market value of such stock; (e) the Management Member Stockholder understands and has taken cognizance of all the risk factors related to the purchase of the Units Common Stock and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member Stockholder or Management Member's his representatives concerning the Units, Common Stock or the Company, the Subsidiaries its subsidiaries or their respective prospects or other matters; (f) in making his decision to purchase the Management Member Common Stock hereby subscribed for, the Stockholder has relied upon independent investigations made by him and, to the extent believed by the Stockholder to be appropriate, his representatives, including his own professional, financial, tax and other advisors; (g) the Stockholder has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the LLC Agreement, the Company's organizational documents and the terms and conditions of the purchase of the Units Common Stock and to obtain any additional information which information, in each case as the Management Member Stockholder or his representatives deems necessary; and; (gh) all information which the Management Member Stockholder has provided to the Company and the Company's its representatives concerning the Management Member Stockholder and the Management Member's his financial position is complete and correct as of the date of this Agreement; and (i) the Stockholder is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act.

Additional Investment Representations. Each Management Member represents Participant and warrants Intervenor represent and warrant that: (a) the Management Member's financial situation is such that such Management Member can afford The Interests to bear the economic risk of holding the Units be issued to Participant pursuant to this Agreement will be received for Participant’s own account and not with a view to, or an indefinite period of timeintention of, has adequate means for providing for the Management Member's current needs and personal contingencies, and can afford to suffer a complete loss distribution thereof in violation of the Management Member's investment Securities Act or any applicable state securities law and the Interests will not be disposed of in contravention of the UnitsSecurities Act or any applicable state securities laws; (b) the Management Member's knowledge and experience in financial and business matters are such that the Management Member is capable of evaluating the merits and risks of the investment in the Units; (c) the Management Member Participant understands that the Units are a speculative investment which involves a high degree of risk of loss of Management Member's investment therein, there are substantial restrictions on the transferability of the Units Interests and, on the date on which such Management Member acquires such Units Grant Date and for an indefinite period following such datethe Grant Date, there will be no public market for the Units Interests and, accordingly, it may not be possible for the Management Member Participant to liquidate the Management Member's investment including Participant’s Interests in case of emergency, if at all; (dc) the The terms of this Agreement the Plan provide that if the Management Member ceases to provide services to Intervenor terminates his employment or service with the Company and its Affiliateswithout Good Reason (as defined in the Plan), or if the Intervenor’s employment or service with the Company is terminated by Company for Cause (as defined in the Plan), that the percentage of the Interests and its Affiliates have the right to repurchase Percentage Participation in the Units at a price which may Pool held by Participant for the benefit of Intervenor shall be less than the Fair Market Value thereofautomatically canceled and forfeited; (ed) Participant and Intervenor are sophisticated in financial matters and is able to evaluate the Management Member risks and benefits of accepting the grant of Interests and understands and has taken cognizance of all the risk factors related to the purchase of the Units and, other Interests; (e) Other than as set forth in this Agreement, no representations or warranties have been made to the Management Member Participant or Management Member's Intervenor or Participant’s or Intervenor’s representatives concerning the Units, Interests or the Company, the Company or any of its Subsidiaries or their respective prospects or other matters; (f) the Management Member has Participant and Intervenor have been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the LLC AgreementSubsidiaries, the Company's ’s organizational documents and the terms and conditions of the purchase acquisition of the Units Interests and the Plan and to obtain any additional information which the Management Member deems Participant or Intervenor deem necessary; and (g) all information which Participant and Intervenor have been given ample opportunity to consult with independent tax, legal, accounting and other advisors and counsels regarding Participant’s and Intervenor’s respective rights and obligations under this Agreement, the Management Member has provided to the Company Plan and the Company's representatives concerning the Management Member Operating Agreement and the Management Member's financial position is complete intend for such terms to be binding upon and correct as enforceable against Participant and Intervenor, all of the date of this Agreementwhich are hereby voluntarily and willingly agreed to by Participant and Intervenor.

Additional Investment Representations. Each Management Member Executive represents and warrants that: (a) the Management Member's Executive’s financial situation is such that such Management Member Executive can afford to bear the economic risk of holding the Co-Investment Units for an indefinite period of time, has adequate means for providing for the Management Member's Executive’s current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's Executive’s investment in the Co-Investment Units; (b) the Management Member's Executive’s knowledge and experience in financial and business matters are such that the Management Member Executive is capable of evaluating the merits and risks of the investment in the Co-Investment Units; (c) the Management Member Executive understands that the Co-Investment Units are a speculative investment which involves a high degree of risk of loss of Management Member's Executive’s investment therein, there are substantial restrictions on the transferability of the Co-Investment Units and, on the date on which such Management Member acquires such Units Closing Date and for an indefinite period following such datethe Closing, there will be no public market for the Co-Investment Units and, accordingly, it may not be possible for the Management Member Executive to liquidate the Management Member's Executive’s investment including in case of emergency, if at all; (d) the terms of this Agreement provide that if the Management Member ceases to provide services to the Company and its Affiliates, the Company and its Affiliates have the right to repurchase the Units at a price which may be less than the Fair Market Value thereof; (e) the Management Member Executive understands and has taken cognizance of all the risk factors related to the purchase of the Co-Investment Units and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member Executive or Management Member's Executive’s representatives concerning the Units, Co-Investment Units or the Company, the Subsidiaries Company or their respective prospects or other matters; (fe) the Management Member Executive has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the CompanySubsidiaries, the LLC Agreement, the Securityholders Agreement, the Company's ’s organizational documents and the terms and conditions of the purchase of the Co-Investment Units and to obtain any additional information which the Management Member Executive deems necessary; and; (gf) all information which the Management Member Executive has provided to the Company and the Company's ’s representatives concerning the Management Member Executive and the Management Member's Executive’s financial position is complete and correct as of the date of this Agreement; and (g) Executive is or is not an “accredited investor” within the meaning of Rule 501(a) under the Securities Act, as indicated on Executive’s Master Signature Page.

Additional Investment Representations. Each Management Member The Executive represents and warrants that: (a) the Management Member's Executive’s financial situation is such that such Management Member the Executive can afford to bear the economic risk of holding the Units for an indefinite period of time, has adequate means for providing for the Management Member's Executive’s current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's Executive’s investment in the Units; (b) the Management Member's Executive’s knowledge and experience in financial and business matters are such that the Management Member Executive is capable of evaluating the merits and risks of the investment in the Units; (c) the Management Member Executive understands that the Units are a speculative investment which involves a high degree of risk of loss of Management Member's the Executive’s investment therein, there are substantial restrictions on the transferability of the Units and, on the date on which such Management Member acquires such Units Closing Date and for an indefinite period following such datethe Closing, there will be no public market for the Units and, accordingly, it may not be possible for the Management Member Executive to liquidate the Management Member's Executive’s investment including in case of emergency, if at all; (d) the terms of this Agreement provide that if the Management Member Executive ceases to provide services to be an employee of the Company and or its AffiliatesSubsidiaries, the Company and its Affiliates have the right to repurchase the Units at a price which may may, under certain circumstances, be less than the Fair Market Value thereof; (e) the Management Member Executive understands and has taken cognizance of all the risk factors related to the purchase of the Units and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member Executive or Management Member's the Executive’s representatives concerning the Units, Units or the Company, the Subsidiaries Company or their respective prospects or other matters; (f) the Management Member Executive has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiariesSubsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the CompanyAcquisition, the LLC Securityholders Agreement, the Company's ’s organizational documents and the terms and conditions of the purchase of the Units and to obtain any additional information which the Management Member Executive deems necessary; and; (g) all information which the Management Member Executive has provided to the Company and the Company's ’s representatives concerning the Management Member Executive and the Management Member's Executive’s financial position is complete and correct as of the date of this Agreement; and (h) the Executive is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act.

Additional Investment Representations. Each Management Member The Purchaser further acknowledges and represents and warrants that: (a) no Federal or state agency has passed upon the Management Member's financial situation is such that such Management Member can afford Securities or made any finding or determination as to bear the economic risk fairness of holding the Units for an indefinite period of time, has adequate means for providing for the Management Member's current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's investment in the Unitsthis investment; (b) the Management Member's knowledge and experience in financial and business matters are such that the Management Member is capable of evaluating the merits and risks of the investment in the Units; (c) the Management Member Purchaser understands that the Units Securities are a speculative investment which involves involve a high degree of risk of loss of Management Member's the Purchaser’s investment therein, there are substantial restrictions on the transferability of the Units Securities, and, on the date on which such Management Member acquires such Units Closing Date and for an indefinite period following such datethe Closing, there will be no public market for the Units Securities and, accordingly, it may not be possible for the Management Member Purchaser to liquidate the Management Member's Purchaser’s investment including in case of emergency, if at all; (dc) the terms of Purchaser has received and carefully reviewed (i) this Agreement provide that if Agreement, (ii) the Management Member ceases to provide services Memorandum and (iii) other information provided to the Company Purchaser upon such Purchaser’s request, and its Affiliates, the Company and its Affiliates have the right to repurchase the Units at a price which may be less than the Fair Market Value thereof; (e) the Management Member Purchaser understands and has taken cognizance of all the risk factors risks related to the purchase of the Units andSecurities, other than as set forth in this Agreement, and no representations or warranties have been made to the Management Member or Management Member's representatives Purchaser concerning the UnitsSecurities or the Company and its prospects, the Company, the Subsidiaries or their respective prospects subsidiaries or other mattersmatters except as set forth in this Agreement and the Memorandum; (fd) the Management Member Purchaser has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the LLC Agreement, the Company's organizational documents and the terms and conditions of the purchase of the Units Securities and to obtain any additional information which requested by the Management Member deems necessaryPurchaser; (e) the Purchaser is an officer, member of management or key employee of the Company or one of its subsidiaries and as such has a high level of familiarity with the business, operations, financial condition and prospects of the Company and its subsidiaries; and (gf) all information which the Management Member Purchaser has provided sufficient available financial resources to provide adequately for the Company Purchaser’s needs currently and in the Company's representatives concerning future, including possible personal contingencies, and can bear the Management Member and the Management Member's financial position is economic risk of a complete and correct as loss of the date of this AgreementPurchaser’s investment hereunder (including the Note) without materially affecting the Purchaser’s financial condition.

Additional Investment Representations. Each Management Member The Participant represents and warrants that: (a) the Management Member's Participant is or is not an accredited investor, as described on the Participant Master Signature Page hereto; (b) the Participant’s financial situation is such that such Management Member the Participant can afford to bear the economic risk of holding the Units Shares and Options for an indefinite period of time, has adequate means for providing for the Management Member's Participant’s current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's Participant’s investment in the UnitsShares and Options; (bc) the Management Member's Participant’s knowledge and experience in financial and business matters are such that the Management Member Participant is capable of evaluating the merits and risks of the investment in the UnitsShares and Options; (cd) the Management Member Participant understands that the Units Shares and Options are a speculative investment which involves a high degree of risk of loss of Management Member's the Participant’s investment therein, there are substantial restrictions on the transferability of the Units Shares and Options and, on the date on which such Management Member acquires such Units Closing Date and for an indefinite period following such datethe Closing, there will be no public market for the Units Shares and Options and, accordingly, it may not be possible for the Management Member Participant to liquidate the Management Member's Participant’s investment including in case of emergency, if at all; (de) the terms of this Agreement provide that if the Management Member Participant ceases to provide services to be an employee of the Company and or its AffiliatesSubsidiaries or breaches certain post-employment restrictive covenants, the Company and its Affiliates have the right to repurchase the Units Shares (including Shares issuable or issued upon exercise of an Option) and Options at a price which may may, under certain circumstances, be less than the Fair Market Value thereofthereof (less the applicable Option Price (as defined in the Option Agreement) in the case of Options); (ef) the Management Member Participant understands and has taken cognizance of all the risk factors related to the purchase of the Units Shares and Options and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member Participant or Management Member's the Participant’s representatives concerning the Units, Shares and Options or the Company, the Subsidiaries Company or their respective prospects or other matters; (fg) the Management Member Participant has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiariesSubsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the CompanyPlan, the LLC Option Agreement, the Shareholders Agreement, the Company's ’s organizational documents and the terms and conditions of the purchase of the Units Shares and grant of the Options and to obtain any additional information which the Management Member Participant deems necessary; (h) the Participant (i) has been advised by the Company, that the Sponsor will enter into a management services or similar agreement (the “Management Agreements”) with the Company and certain of its Affiliates (the “Company Parties”) providing for the payment of certain advisory, monitoring, transactional, oversight and similar fees and expenses to and indemnification of the Sponsor (and its and their respective employees, officers, directors, agents and advisors) by the Company Parties and (ii) waives any right such Participant may have to approve, or to claim any damages with respect to, the entry by the Company Parties into the Management Agreements or the performance by the Company Parties of their obligations thereunder; and (gi) all information which the Management Member Participant has provided to the Company and the Company's ’s representatives concerning the Management Member Participant and the Management Member's Participant’s financial position is complete and correct as of the date of this Agreement.

Additional Investment Representations. Each Management Member Executive represents and warrants that: (a) the Management Member's Executive’s financial situation is such that such Management Member Executive can afford to bear the economic risk of holding the Incentive Units for an indefinite period of time, has adequate means for providing for the Management Member's Executive’s current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's Executive’s investment in the Incentive Units; (b) the Management Member's Executive’s knowledge and experience in financial and business matters are such that the Management Member Executive is capable of evaluating the merits and risks of the investment in the Incentive Units; (c) the Management Member Executive understands that the Incentive Units are a speculative investment which involves a high degree of risk of loss of Management Member's Executive’s investment therein, there are substantial restrictions on the transferability of the Incentive Units and, on the date on which such Management Member acquires such Units Closing Date and for an indefinite period following such datethe Closing, there will be no public market for the Incentive Units and, accordingly, it may not be possible for the Management Member Executive to liquidate the Management Member's Executive’s investment including in case of emergency, if at all; (d) the terms of this Agreement provide that if the Management Member Executive ceases to provide services to be an employee of the Company and or its AffiliatesSubsidiaries, the Company and its Affiliates may have the right to repurchase the Incentive Units at a price which may may, under certain circumstances, be less than the Fair Market Value thereof; (e) the Management Member Executive understands and has taken cognizance of all the risk factors related to the purchase of the Incentive Units and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member Executive or Management Member's Executive’s representatives concerning the Units, Incentive Units or the Company, the Subsidiaries Company or their respective prospects or other matters; (f) the Management Member Executive has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the CompanySubsidiaries, the LLC Agreement, the Securityholders Agreement, the Company's ’s organizational documents and the terms and conditions of the purchase of the Incentive Units and to obtain any additional information which the Management Member Executive deems necessary; and; (g) all information which the Management Member Executive has provided to the Company and the Company's its representatives concerning the Management Member Executive and the Management Member's Executive’s financial position is complete and correct as of the date of this Agreement; and (h) Executive is or is not an “accredited investor” within the meaning of Rule 501(a) under the Securities Act, as indicated on Executive’s Master Signature Page.

Additional Investment Representations. Each Management Member The Executive represents and warrants that: (a) the Management Member's Executive’s financial situation is such that such Management Member Executive can afford to bear the economic risk of holding the Units for an indefinite period of time, has adequate means for providing for the Management Member's Executive’s current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's Executive’s investment in the Units; (b) the Management Member's Executive’s knowledge and experience in financial and business matters are such that the Management Member Executive is capable of evaluating the merits and risks of the investment in the Units; (c) the Management Member Executive understands that the Units are a speculative investment which involves a high degree of risk of loss of Management Member's Executive’s investment therein, there are substantial restrictions on the transferability of the Units and, on the date on which such Management Member acquires such Units Closing Date and for an indefinite period following such datethe Closing, there will be no public market for the Units and, accordingly, it may not be possible for the Management Member Executive to liquidate the Management Member's Executive’s investment including in case of emergency, if at all; (d) the terms of this Agreement provide that if the Management Member Executive ceases to provide services be an employee of the Company or its subsidiaries, Unvested Units are subject to forfeiture and the Company and its Affiliates, the Company and its Affiliates affiliates have the right to repurchase the Vested Units at a price which may may, under certain circumstances, be less than the Fair Market Value thereof; (e) the Management Member Executive understands and has taken cognizance of all the risk factors related to the purchase of the Units and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member Executive or Management Member's Executive’s representatives concerning the Units, Units or the Company, the Subsidiaries Company or their respective prospects or other matters; (f) the Management Member Executive has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the LLC Securityholders Agreement, the Company's ’s organizational documents and the terms and conditions of the purchase of the Units and to obtain any additional information which the Management Member Executive deems necessary; and (g) all information which the Management Member Executive has provided to the Company and the Company's ’s representatives concerning the Management Member Executive and the Management Member's Executive’s financial position is complete and correct as of the date of this Agreement.

Additional Investment Representations. Each Management Member Executive represents and warrants that: : (a) the Management Member's Executive’s financial situation is such that such Management Member Executive can afford to bear the economic risk of holding the Units for an indefinite period of time, has adequate means for providing for the Management Member's Executive’s current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's Executive’s investment in the Units; ; (b) the Management Member's Executive’s knowledge and experience in financial and business matters are such that the Management Member Executive is capable of evaluating the merits and risks of the investment in the Units; ; (c) the Management Member Executive understands that the Units are a speculative investment which involves a high degree of risk of loss of Management Member's Executive’s investment therein, there are substantial restrictions on the transferability of the Units and, on the date on which such Management Member acquires such Units Purchase Date and for an indefinite period following such datethe Purchase Date, there will be no public market for the Units and, accordingly, it may not be possible for the Management Member Executive to liquidate the Management Member's Executive’s investment including in case of emergency, if at all; ; (d) the terms of this Agreement provide that if the Management Member Executive engages in Competitive Activity or ceases to provide services to be an employee of the Company and or its AffiliatesSubsidiaries, the Company and its Affiliates have the right to repurchase the Units at a price which may may, under certain circumstances, be less than the Fair Market Value thereof; ; (e) the Management Member Executive understands and has taken cognizance of all the risk factors related to the purchase of the Units and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member Executive or Management Member's Executive’s representatives concerning the Units, Units or the Company, the Subsidiaries Company or their respective prospects or other matters; ; (f) the Management Member Executive has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiariesSubsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the LLC Securityholders Agreement, the Company's ’s organizational documents and the terms and conditions of the purchase of the Units and to obtain any additional information which the Management Member Executive deems necessary; and (g) all information which the Management Member Executive has provided to the Company and the Company's ’s representatives concerning the Management Member Executive and the Management Member's Executive’s financial position is complete and correct as of the date of this Agreement; and (h) Executive is or is not an “accredited investor” under the Securities Act, as indicated on the Master Signature Page. 4.

Additional Investment Representations. Each Management Member Executive represents and warrants that: (a) the Management Member's Executive’s financial situation is such that such Management Member Executive can afford to bear the economic risk of holding the Units for an indefinite period of time, has adequate means for providing for the Management Member's Executive’s current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's Executive’s investment in the Units; (b) the Management Member's Executive’s knowledge and experience in financial and business matters are such that the Management Member Executive is capable of evaluating the merits and risks of the investment in the Units; (c) the Management Member Executive understands that the Units are a speculative investment which involves a high degree of risk of loss of Management Member's Executive’s investment therein, there are substantial restrictions on the transferability of the Units and, on the date on which such Management Member acquires such Units Purchase Date and for an indefinite period following such datethe Purchase Date, there will be no public market for the Units and, accordingly, it may not be possible for the Management Member Executive to liquidate the Management Member's Executive’s investment including in case of emergency, if at all; (d) the terms of this Agreement provide that if the Management Member Executive ceases to provide services to services, the Company and or its AffiliatesSubsidiaries, the Company and its Affiliates have the right to repurchase the Units at a price which may may, under certain circumstances, be less than the Fair Market Value thereof; (e) the Management Member Executive understands and has taken cognizance of all the risk factors related to the purchase of the Units and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member Executive or Management Member's Executive’s representatives concerning the Units, Units or the Company, the Subsidiaries Company or their respective prospects or other matters; (f) the Management Member Executive has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiariesSubsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the LLC Securityholders Agreement, the Company's ’s organizational documents and the terms and conditions of the purchase of the Units and to obtain any additional information which the Management Member Executive deems necessary; and; (g) all information which the Management Member Executive has provided to the Company and the Company's ’s representatives concerning the Management Member Executive and the Management Member's Executive’s financial position is complete and correct as of the date of this Agreement; and (h) Executive is or is not an “accredited investor” under the Securities Act, as indicated on the Master Signature Page.

Additional Investment Representations. Each Management Member Executive represents and warrants that: (a) the Management Member's Executive’s financial situation is such that such Management Member Executive can afford to bear the economic risk of holding the Units for an indefinite period of time, has adequate means for providing for the Management Member's Executive’s current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's Executive’s investment in the Units; (b) the Management Member's Executive’s knowledge and experience in financial and business matters are such that the Management Member Executive is capable of evaluating the merits and risks of the investment in the Units; (c) the Management Member Executive understands that the Units are a speculative investment which involves a high degree of risk of loss of Management Member's Executive’s investment therein, there are substantial restrictions on the transferability of the Units and, on the date on which such Management Member acquires such Units Purchase Date and for an indefinite period following such datethe Purchase Date, there will be no public market for the Units and, accordingly, it may not be possible for the Management Member Executive to liquidate the Management Member's Executive’s investment including in case of emergency, if at all; (d) the terms of this Agreement provide that if the Management Member Executive engages in Competitive Activity or ceases to provide services to be an employee of the Company and or its AffiliatesSubsidiaries, the Company and its Affiliates have the right to repurchase the Units at a price which may may, under certain circumstances, be less than the Fair Market Value thereof; (e) the Management Member Executive understands and has taken cognizance of all the risk factors related to the purchase of the Units and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member Executive or Management Member's Executive’s representatives concerning the Units, Units or the Company, the Subsidiaries Company or their respective prospects or other matters; (f) the Management Member Executive has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiariesSubsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the LLC Securityholders Agreement, the Company's ’s organizational documents and the terms and conditions of the purchase of the Units and to obtain any additional information which the Management Member Executive deems necessary; and; (g) all information which the Management Member Executive has provided to the Company and the Company's ’s representatives concerning the Management Member Executive and the Management Member's Executive’s financial position is complete and correct as of the date of this Agreement; and (h) Executive is or is not an “accredited investor” under the Securities Act, as indicated on the Master Signature Page.

Additional Investment Representations. Each Management Member The Purchaser further acknowledges and represents and warrants that: (a) no Federal or state agency has passed upon the Management Member's financial situation is such that such Management Member can afford Shares or made any finding or determination as to bear the economic risk fairness of holding the Units for an indefinite period of time, has adequate means for providing for the Management Member's current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's investment in the Unitsthis investment; (b) the Management Member's knowledge and experience in financial and business matters are such that the Management Member is capable of evaluating the merits and risks of the investment in the Units; (c) the Management Member Purchaser understands that the Units Shares are a speculative investment which involves involve a high degree of risk of loss of Management Member's the Purchaser’s investment therein, there are substantial restrictions on the transferability of the Units Shares, and, on the date on which such Management Member acquires such Units Closing Date and for an indefinite period following such datethe Closing, there will be no public market for the Units Shares and, accordingly, it may not be possible for the Management Member Purchaser to liquidate the Management Member's Purchaser’s investment including in case of emergency, if at all; (dc) the terms of Purchaser has received and carefully reviewed (i) this Agreement provide that if the Management Member ceases to provide services Agreement, and other information provided to the Company Purchaser upon such Purchaser’s request, and its Affiliates, the Company and its Affiliates have the right to repurchase the Units at a price which may be less than the Fair Market Value thereof; (e) the Management Member Purchaser understands and has taken cognizance of all the risk factors risks related to the purchase of the Units andShares, other than as set forth in this Agreement, and no representations or warranties have been made to the Management Member or Management Member's representatives Purchaser concerning the UnitsShares or the Company and its prospects, the Company, the Subsidiaries or their respective prospects subsidiaries or other mattersmatters except as set forth in this Agreement; (fd) the Management Member Purchaser has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the LLC Agreement, the Company's organizational documents and the terms and conditions of the purchase of the Units Shares and to obtain any additional information which requested by the Management Member deems necessaryPurchaser; (e) the Purchaser is an officer, member of management or key employee of the Company or one of its direct or indirect subsidiaries and as such has a high level of familiarity with the business, operations, financial condition and prospects of the Company and its subsidiaries; and (gf) all information which the Management Member Purchaser has provided sufficient available financial resources to provide adequately for the Company Purchaser’s needs currently and in the Company's representatives concerning future, including possible personal contingencies, and can bear the Management Member and the Management Member's financial position is economic risk of a complete and correct as loss of the date of this AgreementPurchaser’s investment hereunder without materially affecting the Purchaser’s financial condition.

Additional Investment Representations. Each Management Member Participant represents and warrants that: (a) the Management Member's Participant’s financial situation is such that such Management Member Participant can afford to bear the economic risk of holding the LTIP Units for an indefinite period of time, has adequate means for providing for the Management Member's Participant’s current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's Participant’s investment in the LTIP Units; (b) the Management Member's Participant’s knowledge and experience in financial and business matters are such that the Management Member Participant is capable of evaluating the merits and risks of the investment in the LTIP Units; (c) the Management Member Participant understands that the LTIP Units are a speculative investment which involves a high degree of risk of loss of Management Member's Participant’s investment therein, there are substantial restrictions on the transferability of the LTIP Units and, on the date on which such Management Member acquires such Units Effective Date and for an indefinite period following such datethe Closing, there will be no public market for the LTIP Units and, accordingly, it may not be possible for the Management Member Participant to liquidate the Management Member's Participant’s investment including in case of emergency, if at all; (d) the terms of this Agreement provide that if the Management Member ceases to provide services to the Company and its Affiliates, the Company and its Affiliates have the right to repurchase the Units at a price which may be less than the Fair Market Value thereof; (e) the Management Member Participant understands and has taken cognizance of all the risk factors related to the purchase of the LTIP Units and, other than as set forth in this Agreement and the Partnership Agreement, no representations or warranties have been made to the Management Member Participant or Management Member's Participant’s representatives concerning the UnitsLTIP Units or the Company or the Partnership, the Company, the Subsidiaries or their respective prospects or other matters; (fe) the Management Member Participant has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiariesSubsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the LLC Partnership Agreement, the Company's ’s organizational documents and the terms and conditions of the purchase of the LTIP Units and to obtain any additional information which the Management Member Participant deems necessary; and (gf) all Participant is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act. The undersigned acquired OP Units (the “Units”) of Brixmor Operating Partnership LP (the “Partnership”) on [date] (the “Transfer Date”). The undersigned desires to make an election to have the Units taxed under the provision of Section 83(b) of the Internal Revenue Code of 1986, as amended (“Code §83(b)”), at the time the undersigned acquired the Units. Therefore, pursuant to Code §83(b) and Treasury Regulation §1.83-2 promulgated thereunder, the undersigned hereby makes an election, with respect to the Units (described below), to report as taxable income for calendar year 2014 the excess, if any, of the Units’ fair market value on the Transfer Date over the acquisition price thereof. The following information is supplied in accordance with Treasury Regulation §1.83-2(e): 1. The name, address and social security number of the undersigned: [Name] [Address] SSN: ____-___-_____ 2. A description of the property with respect to which the Management Member has provided to election is being made: [●] OP Units in the Company and the Company's representatives concerning the Management Member and the Management Member's financial position is complete and correct as of the date of this Agreement.Partnership

Additional Investment Representations. Each Management Member Executive represents and warrants that: (a) the Management Member's Executive’s financial situation is such that such Management Member Executive can afford to bear the economic risk of holding the Incentive Units for an indefinite period of time, has adequate means for providing for the Management Member's Executive’s current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's Executive’s investment in the Incentive Units; (b) the Management Member's Executive’s knowledge and experience in financial and business matters are such that the Management Member Executive is capable of evaluating the merits and risks of the investment in the Incentive Units; (c) the Management Member Executive understands that the Incentive Units are a speculative investment which involves a high degree of risk of loss of Management Member's Executive’s investment therein, there are substantial restrictions on the transferability of the Incentive Units and, on the date on which such Management Member acquires such Units Closing Date and for an indefinite period following such datethe Closing, there will be no public market for the Incentive Units and, accordingly, it may not be possible for the Management Member Executive to liquidate the Management Member's Executive’s investment including in case of emergency, if at all; (d) the terms of this Agreement provide that if the Management Member Executive ceases to provide services to be an employee of the Company and or its AffiliatesAffiliates or Subsidiaries, the Company and its Affiliates shall have the right to repurchase the Incentive Units at a price which may may, under certain circumstances, be less than the Fair Market Value thereof; (e) The Company and its Affiliates and Subsidiaries are not obligated to employ Executive in any capacity whatsoever, or prohibited or restricted from terminating the Management Member employment of Executive at any time or for any reason whatsoever, with or without Cause; (f) Executive understands and has taken cognizance of all the risk factors related to the purchase of the Incentive Units and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member Executive or Management Member's Executive’s representatives concerning the Units, Incentive Units or the Company, the Subsidiaries Company or their respective prospects or other matters; (fg) the Management Member Executive has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the CompanySubsidiaries, the LLC Agreement, the Securityholders Agreement, the Company's ’s organizational documents and the terms and conditions of the purchase of the Incentive Units and to obtain any additional information which the Management Member Executive deems necessary; and; (gh) all information which the Management Member Executive has provided to the Company and the Company's its representatives concerning the Management Member Executive and the Management Member's Executive’s financial position is complete and correct as of the date of this Agreement; and (i) Executive is or is not an “accredited investor” within the meaning of Rule 501(a) under the Securities Act, as indicated on the Master Signature Page.

Additional Investment Representations. Each Management Member represents (i) Purchaser has carefully reviewed, is familiar with and warrants that:understands the Memorandum, the Other Purchaser Agreements and the other documents, records and information, if any, requested by Purchaser or otherwise supplied by the Company in connection with the Offering; (aii) the Management Member's financial situation is such that such Management Member can afford All documents, records and information pertaining to bear the economic risk of holding the Units for an indefinite period of time, has adequate means for providing for the Management Member's current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's investment in the UnitsCompany which have been requested by Purchaser have been made available or delivered to Purchaser, except to the extent otherwise addressed in the Memorandum; (biii) Purchaser is fully familiar with the Management Member's knowledge business and experience in financial and business matters are such that the Management Member is capable operations of evaluating the merits and risks of the investment in the Units; (c) the Management Member understands that the Units are a speculative investment which involves a high degree of risk of loss of Management Member's investment therein, there are substantial restrictions on the transferability of the Units and, on the date on which such Management Member acquires such Units and for an indefinite period following such date, there will be no public market for the Units and, accordingly, it may not be possible for the Management Member to liquidate the Management Member's investment including in case of emergency, if at all; (d) the terms of this Agreement provide that if the Management Member ceases to provide services to the Company and its Affiliates, the Company and its Affiliates have the right to repurchase the Units at a price which may be less than the Fair Market Value thereof; (e) the Management Member understands and has taken cognizance of all the risk factors related to the purchase of the Units and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member or Management Member's representatives concerning the Units, the Company, the Subsidiaries or their respective prospects or other matters; (f) the Management Member has been given the had an opportunity to examine all documents and to ask questions of, of and to receive answers from, from the Company and its representatives concerning the Company and its subsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the LLC Agreement, the Company's organizational documents and the terms and conditions of Purchaser's investment and the purchase financial condition, operations and prospects of the Units and to obtain any additional information which the Management Member deems necessary; andCompany; (giv) all information which the Management Member has provided to No oral or written statement, printed material or inducement given or made by the Company and or any of the Company's representatives concerning affiliates is contrary to the Management Member information contained in this Agreement, the Memorandum or the Other Purchase Agreements, and Purchaser acknowledges and agrees that in making his decision to purchase the Shares he has relied solely on such documents and the Management Memberindependent investigations made by him and, to the extent believed by Purchaser to be appropriate, Purchaser's financial position representatives, including Purchaser's own professional, financial, legal, tax and other advisors; (v) Purchaser acknowledges that the Company, in reliance upon certain federal and state securities law exemptions, has provided Purchaser with less or different information than Purchaser would have received if an information memorandum complying with Rule 502(b)(2) of Regulation D promulgated pursuant to the Securities Act had been prepared and made available to Purchaser or if the Shares had been registered pursuant to the Securities Act. The foregoing notwithstanding, the information provided to Purchaser is complete sufficient to allow Purchaser to make a knowledgeable and correct as of informed decision regarding his investment in the date of this Agreement.Shares;

Additional Investment Representations. Each Management Member Participant represents and warrants that: (a) Participant has no need of liquidity with respect to its investment in the Management Member's financial situation is such that such Management Member can afford to bear the economic risk of holding the Units for an indefinite period of time, has adequate means for providing for the Management Member's current needs and personal contingenciesCommon Units, and Participant can afford to suffer a complete loss of the Management Member's Participant’s investment in the UnitsCommon Units and can afford to hold the Common Units for an indefinite period of time; (b) the Management Member's Participant’s knowledge and experience in financial and business matters are such that the Management Member Participant is capable of evaluating the merits and risks of the investment in the Common Units and is able to bear such risk, and Participant has obtained, in his or her judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Common Units; (c) the Management Member Participant understands that the Common Units are a speculative investment which involves a high degree of risk of loss of Management Member's Participant’s investment therein, there are substantial restrictions on the transferability and Participant is aware of the Units and, on the date on which such Management Member acquires such limited ability to transfer Common Units and for an indefinite period following such datehas carefully reviewed, there will be no public market for considered and understands the Units and, accordingly, it may not be possible for provisions relating to transfers with respect to the Management Member to liquidate Company as described in the Management Member's investment including in case of emergency, if at allOperating Agreement; (d) the terms of this Agreement and the Operating Agreement provide that if the Management Member ceases to provide services to the Company and its Affiliatesthat, under certain conditions, the Company and its Affiliates have has the right to repurchase the Common Units at a price which may that may, in certain circumstances, be less than the Fair Market Value thereofthereof or Participant may forfeit the Options or Common Units acquired thereunder; (e) the Management Member Participant understands and has taken cognizance of all the risk factors related to the purchase acquisition of the Common Units and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member Participant or Management Member's Participant’s representatives concerning the Units, Common Units or the Company, the Subsidiaries Company or their respective prospects or other matters; (f) Participant has been provided an opportunity to obtain additional information concerning the Management Member Common Units and the Company and its Affiliates to the extent the Company possesses or can acquire such information without unreasonable effort or expense, and Participant has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiariesAffiliates, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the LLC Agreement, the Company's organizational documents Operating Agreement and the terms and conditions of the purchase acquisition of the Common Units and to obtain any additional information which the Management Member deems necessaryother matters pertaining thereto; and (g) all information which the Management Member Participant has provided to the Company and the Company's ’s representatives concerning the Management Member Participant and the Management Member's Participant’s financial position is complete and correct as of the date of this Agreement.

Additional Investment Representations. Each Management Member The Executive represents and warrants that: (a) the Management Member's Executive’s financial situation is such that such Management Member the Executive can afford to bear the economic risk of holding the Units for an indefinite period of time, has adequate means for providing for the Management Member's Executive’s current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's Executive’s investment in the Units; (b) the Management Member's Executive’s knowledge and experience in financial and business matters are such that the Management Member Executive is capable of evaluating the merits and risks of the investment in the Units; (c) the Management Member Executive understands that the Units are a speculative investment which involves a high degree of risk of loss of Management Member's the Executive’s investment therein, there are substantial restrictions on the transferability of the Units and, on the date on which such Management Member acquires such Units Closing Date and for an indefinite period following such datethe Closing, there will be no public market for the Units and, accordingly, it may not be possible for the Management Member Executive to liquidate the Management Member's Executive’s investment including in case of emergency, if at all; (d) the terms of this Agreement provide that if the Management Member Executive ceases to provide services to be an employee of the Company and or its AffiliatesSubsidiaries, the Company and its Affiliates have the right to repurchase the Units at a price which may may, under certain circumstances, be less than the Fair Market Value thereof; (e) the Management Member Executive understands and has taken cognizance of all the risk factors related to the purchase of the Units and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member Executive or Management Member's the Executive’s representatives concerning the Units, Units or the Company, the Subsidiaries Company or their respective prospects or other matters; (f) the Management Member Executive has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiariesSubsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the LLC Securityholders Agreement, the Company's ’s organizational documents and the terms and conditions of the purchase of the Units and to obtain any additional information which the Management Member Executive deems necessary; and; (g) all information which the Management Member Executive has provided to the Company and the Company's ’s representatives concerning the Management Member Executive and the Management Member's Executive’s financial position is complete and correct as of the date of this Agreement; and (h) the Executive is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act.

Additional Investment Representations. Each Management Service Member represents and warrants that: (a) the Management Service Member's ’s financial situation is such that such Management Service Member can afford to bear the economic risk of holding the Incentive Units for an indefinite period of time, has adequate means for providing for the Management Service Member's ’s current needs and personal contingencies, and can afford to suffer a complete loss of the Management Service Member's ’s investment in the Incentive Units; (b) the Management Service Member's ’s knowledge and experience in financial and business matters are such that the Management Service Member is capable of evaluating the merits and risks of the investment in the Incentive Units; (c) the Management Service Member understands that the Incentive Units are a speculative investment which involves a high degree of risk of loss of Management Service Member's ’s investment therein, there are substantial restrictions on the transferability of the Incentive Units (including those set forth in the Operating Agreement) and, on the date on which such Management Member acquires such Units Issuance Closing Date and for an indefinite period following such datethe Issuance Closing, there will be no public market for the Incentive Units and, accordingly, it may not be possible for the Management Service Member to liquidate the Management Service Member's ’s investment including in case of emergency, if at all; (d) the terms of this Agreement provide that that, if the Management under certain circumstances Service Member ceases to provide services to the Company and its Affiliatesbe an employee of, or service provider to, the Company or its Subsidiaries, Unvested Units will be forfeited, and its Affiliates have the Company has the right to repurchase the Incentive Units at a price which may may, under certain circumstances, be less than the Fair Market Value thereof; (e) the Management Service Member understands and has taken cognizance of all the risk factors related to the purchase his or her acceptance of the Incentive Units and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Service Member or Management Service Member's ’s representatives concerning the Units, the Company, the Subsidiaries Incentive Units or any Company Group Member or their respective prospects or other matters; (f) the Management Service Member has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning any Company Group Member (including the Operating Agreement and the organizational documents of the Company and its subsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the LLC Agreement, the Company's organizational documents Group Members) and the terms and conditions of the purchase acquisition of the Incentive Units and to obtain any additional information which the Management Service Member deems necessary; and; (g) all information which the Management Service Member has provided to the Company and the Company's ’s representatives concerning the Management Service Member and the Management Service Member's ’s financial position is complete and correct as of the date of this Agreement; and (h) Service Member has indicated on Service Member’s Master Signature Page whether he or she is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act.

Additional Investment Representations. Each Management Member Employee represents and warrants that: (a) Employee has no need of liquidity with respect to its investment in the Management Member's financial situation is such that such Management Member can afford to bear the economic risk of holding the Units for an indefinite period of time, has adequate means for providing for the Management Member's current needs and personal contingenciesCommon Units, and Employee can afford to suffer a complete loss of the Management Member's Employee’s investment in the UnitsCommon Units and can afford to hold the Common Units for an indefinite period of time; (b) the Management Member's Employee’s knowledge and experience in financial and business matters are such that the Management Member Employee is capable of evaluating the merits and risks of the investment in the Common Units and is able to bear such risk, and Employee has obtained, in his or her judgment, sufficient information from the Company to evaluate the merits and risks of an investment in the Common Units; (c) the Management Member Employee understands that the Common Units are a speculative investment which involves a high degree of risk of loss of Management Member's Employee’s investment therein, there are substantial restrictions on the transferability and Employee is aware of the Units and, on the date on which such Management Member acquires such limited ability to transfer Common Units and for an indefinite period following such datehas carefully reviewed, there will be no public market for considered and understands the Units and, accordingly, it may not be possible for provisions relating to transfers with respect to the Management Member to liquidate Company as described in the Management Member's investment including in case of emergency, if at allOperating Agreement; (d) the terms of this Agreement and the Operating Agreement provide that if the Management Member ceases to provide services to the Company and its Affiliatesthat, under certain conditions, the Company and its Affiliates have has the right to repurchase the Common Units at a price which may that may, in certain circumstances, be less than the Fair Market Value thereofthereof or Employee may forfeit the Common Units; (e) the Management Member Employee understands and has taken cognizance of all the risk factors related to the purchase acquisition of the Common Units and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member Employee or Management Member's Employee’s representatives concerning the Units, Common Units or the Company, the Subsidiaries Company or their respective prospects or other matters; (f) Employee has been provided an opportunity to obtain additional information concerning the Management Member Common Units and the Company and its Affiliates to the extent the Company possesses or can acquire such information without unreasonable effort or expense, and Employee has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiariesAffiliates, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the LLC Agreement, the Company's organizational documents Operating Agreement and the terms and conditions of the purchase acquisition of the Common Units and to obtain any additional information which the Management Member deems necessaryother matters pertaining thereto; and (g) all information which the Management Member Employee has provided to the Company and the Company's ’s representatives concerning the Management Member Employee and the Management Member's Employee’s financial position is complete and correct as of the date of this Agreement.

Additional Investment Representations. Each Management Member Participant represents and warrants that: (a) Participant is or is not an accredited investor, as described on the Management Member's Participant Master Signature Page hereto; (b) Participant’s financial situation is such that such Management Member Participant can afford to bear the economic risk of holding the Units Shares for an indefinite period of time, has adequate means for providing for the Management Member's Participant’s current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's Participant’s investment in the UnitsShares; (bc) the Management Member's Participant’s knowledge and experience in financial and business matters are such that the Management Member Participant is capable of evaluating the merits and risks of the investment in the UnitsShares; (cd) the Management Member Participant understands that the Units Shares are a speculative investment which involves a high degree of risk of loss of Management Member's Participant’s investment therein, there are substantial restrictions on the transferability of the Units Shares and, on the date on which such Management Member acquires such Units Closing Date and for an indefinite period following such datethe Closing, there will be no public market for the Units Shares and, accordingly, it may not be possible for the Management Member Participant to liquidate the Management Member's Participant’s investment including in case of emergency, if at all; (de) the terms of this Agreement provide that that, with respect to the Shares received upon exercise of the Option only, if the Management Member Participant ceases to provide services to be an employee of the Company and or its AffiliatesSubsidiaries, the Company and its Affiliates have the right to repurchase the Units Shares at a price which may may, under certain circumstances, be less than the Fair Market Value thereof; (ef) the Management Member Participant understands and has taken cognizance of all the risk factors related to the purchase of the Units Shares and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member Participant or Management Member's Participant’s representatives concerning the Units, Shares or the Company, the Subsidiaries Company or their respective prospects or other matters; (fg) the Management Member Participant has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiariesSubsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the CompanyMerger, the LLC Plan, the Stock Option Agreement, the Shareholders Agreement, the Company's ’s organizational documents and the terms and conditions of the purchase of the Units Shares and to obtain any additional information which the Management Member Participant deems necessary; and (gh) all information which the Management Member Participant has provided to the Company and the Company's ’s representatives concerning the Management Member Participant and the Management Member's Participant’s financial position is complete and correct as of the date of this Agreement.

Additional Investment Representations. Each Management Member Investor represents and warrants that: that (a) the such Management Member's Investor’s financial situation is such that such Management Member Investor can afford to bear the economic risk of holding the Units Shares for an indefinite period of time, has adequate means for providing for the Management Member's current needs time and personal contingencies, and can afford to suffer a complete loss of the such Management Member's Investor’s investment in the Units; Shares; (b) the such Management Member's Investor’s knowledge and experience in financial and business matters are such that the such Management Member Investor is capable of evaluating the merits and risks of the such Management Investor’s investment in the Units; Shares, or such Management Investor has been advised by a purchaser representative (as such term is defined in Rule 501 (n) of the General Rules and Regulations promulgated under the Securities Act) possessing such knowledge and experience; (c) the such Management Member Investor understands that the Units Shares are a speculative investment which involves involve a high degree of risk of loss of such Management Member's Investor’s investment therein, that there are substantial restrictions on the transferability of the Units and, Shares and that on the date on which such Management Member acquires such Units Closing Date and for an indefinite period following such date, the Closing there will be no public market for the Units Shares and, accordingly, it may not be possible for the Management Member to liquidate such Management Investor’s investment in the Management Member's investment including Company in case of emergency, if at all; ; (d) in making such Management Investor’s decision to invest in the terms of this Agreement provide that if the Shares hereunder, such Management Member ceases to provide services Investor has relied upon independent investigations made by such Management Investor and, to the Company extent believed by such Management Investor to be appropriate, such Management Investor’s representatives, including such Management Investor’s own professional, tax and its Affiliates, the Company and its Affiliates have the right to repurchase the Units at a price which may be less than the Fair Market Value thereof; other advisors; (e) the such Management Member understands Investor and has taken cognizance of all the risk factors related to the purchase of the Units and, other than as set forth in this Agreement, no representations or warranties such Management Investor’s representatives have been made to the Management Member or Management Member's representatives concerning the Units, the Company, the Subsidiaries or their respective prospects or other matters; (f) the Management Member has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the LLC Agreement, the Company's organizational documents and the terms and conditions of the purchase of investment in the Units Shares, and no representations have been made to obtain any additional information which the such Management Member deems necessary; and (g) all information which the Management Member has provided to the Company and the Company's Investor or such representatives concerning the Management Member Shares, the Company, its subsidiaries, their business or prospects or other matters; and the (f) such Management Member's financial position Investor is complete and correct as an officer or key employee of the date Company or one or more of this Agreementits subsidiaries.

Additional Investment Representations. Each Management Member represents (i) Purchaser has carefully reviewed, is familiar with and warrants that:understands the Memorandum, the Other Purchaser Agreements and the other documents, records and information, if any, requested by Purchaser or otherwise supplied by the Company in connection with the Offering and further understands that certain information set forth in the Memorandum is inapplicable to the Offering hereunder including, without limitation, certain information regarding the offering price of shares of Common Stock and the exercise price of Options and all provisions therein regarding the 1996 Employee Stock Option Plan; (aii) Purchaser acknowledges that (w) the Management Member's financial situation company has previously conducted an offering of its Common Stock pursuant to the terms and conditions set forth in the Memorandum (the 111996 Offering"), (x) certain terms and conditions of the Offering are different than those which governed the 1996 Offering, (y) the Purchase Price at which the Shares are being offered to Purchaser is different than the purchase price offered to offerees of the 1996 Offering and (z) to the extent Purchaser is granted Options, such that such Management Member can afford options shall not be granted to bear Purchaser pursuant to the economic risk of holding Company 1996 Employee Stock Option Plan (the Units for an indefinite period of time, has adequate means for providing for the Management Member's current needs and personal contingencies1996 Plan"), and can afford accordingly, Purchaser shall have no right to suffer participate in the 1996 Plan, any reference to the 1996 Plan in the Memorandum, including any reference to Purchaser becoming a complete loss of party to a Stock Option Agreement under the Management Member's 1996 Plan, being inapplicable to the Offering; (iii) All documents, records and information pertaining to an investment in the UnitsCompany which have been requested by Purchaser have been made available or delivered to Purchaser, except to the extent otherwise addressed in the Memorandum; (biv) Purchaser is fully familiar with the Management Member's knowledge business and experience in financial and business matters are such that the Management Member is capable operations of evaluating the merits and risks of the investment in the Units; (c) the Management Member understands that the Units are a speculative investment which involves a high degree of risk of loss of Management Member's investment therein, there are substantial restrictions on the transferability of the Units and, on the date on which such Management Member acquires such Units and for an indefinite period following such date, there will be no public market for the Units and, accordingly, it may not be possible for the Management Member to liquidate the Management Member's investment including in case of emergency, if at all; (d) the terms of this Agreement provide that if the Management Member ceases to provide services to the Company and its Affiliates, the Company and its Affiliates have the right to repurchase the Units at a price which may be less than the Fair Market Value thereof; (e) the Management Member understands and has taken cognizance of all the risk factors related to the purchase of the Units and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member or Management Member's representatives concerning the Units, the Company, the Subsidiaries or their respective prospects or other matters; (f) the Management Member has been given the had an opportunity to examine all documents and to ask questions of, of and to receive answers from, from the Company and its representatives concerning the Company and its subsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the LLC Agreement, the Company's organizational documents and the terms and conditions of Purchaser's investment and the purchase financial condition, operations and prospects of the Units and to obtain any additional information which the Management Member deems necessary; andCompany; (gv) all information which the Management Member has provided to No oral or written statement, printed material or inducement given or made by the Company and or any of the Company's representatives concerning affiliates is contrary to the Management Member information contained in this Agreement, the Memorandum or the Other Purchaser Agreements, and Purchaser acknowledges and agrees that in making Purchaser's decision to purchase the Shares, Purchaser has relied solely on such documents and the Management Memberindependent investigations made by Purchaser and, to the extent believed by Purchaser to be appropriate, Purchaser's financial position representatives, including Purchaser's own professional, financial, legal, tax and other advisors; (vi) Purchaser acknowledges that the Company, in reliance upon certain federal and state securities law exemptions, has provided Purchaser with less or different information than Purchaser would have received if an information memorandum complying with Rule 502(b)(2) of Regulation D promulgated pursuant to the Securities Act had been prepared and made available to Purchaser or if the Shares had been registered pursuant to the Securities Act. The foregoing notwithstanding, the information provided to Purchaser is complete sufficient to allow Purchaser to make a knowledgeable and correct as of informed decision regarding Purchaser's investment in the date of this Agreement.Shares;

Additional Investment Representations. Each Management Member Xxxxxxx Family --- ------------------------------------- Securityholder represents and warrants that: (a) the Management Membersuch Shareholder's financial situation is such that such Management Member Shareholder can afford to bear the economic risk of holding the Units for an indefinite period of time, has adequate means for providing for the Management Membersuch Shareholder's current needs and personal contingencies, and can afford to suffer a complete loss of the Management Membersuch Shareholder's investment in the Units; (b) the Management Membersuch Shareholder's knowledge and experience in financial and business matters are is such that the Management Member such Shareholder is capable of evaluating the merits and risks of the investment in the Units; (c) the Management Member such Shareholder understands that the Units are a speculative investment which involves a high degree of risk of loss of Management Membersuch Shareholder's investment therein, there are substantial restrictions on the transferability of the Units and, on the date on which such Management Member acquires such Units Closing Date and for an indefinite period following such datethe Closing, there will be no public market for the Units and, accordingly, it may not be possible for the Management Member such Shareholder to liquidate the Management Member's its investment including in case of emergency, if at all; (d) the terms of this Agreement provide that if the Management Member ceases to provide services to the Company and its Affiliates, the Company and its Affiliates have the right to repurchase the Units at a price which may be less than the Fair Market Value thereof; (e) the Management Member such Shareholder understands and has taken cognizance of all the risk factors related to the purchase of the Units and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member such Shareholder or Management Member's its representatives concerning the Units, the Company, the Subsidiaries Units or Investors or their respective prospects or other matters; (fe) the Management Member each Shareholder has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company Investors and its representatives concerning the Company Investors and its subsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the CompanyAcquisition, the LLC Securityholders Agreement, the Company's Investors' organizational documents and the terms and conditions of the purchase of the Units and to obtain any additional information which the Management Member such Shareholder deems necessary; and; (g) all information which the Management Member such Shareholder has provided to the Company Investors and the Company's Investors' representatives concerning the Management Member such Shareholder and the Management Membersuch Shareholder's financial position is complete and correct as of the date of this Agreement; and (h) such Shareholder is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act.

Additional Investment Representations. Each Management Member The Employee represents and warrants that: (a) the Management Member's Employee’s financial situation is such that such Management Member Employee can afford to bear the economic risk of holding the Units Participation Shares for an indefinite period of time, has adequate means for providing for the Management Member's Employee’s current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's Employee’s investment in the UnitsParticipation Shares; (b) the Management Member's Employee’s knowledge and experience in financial and business matters are such that the Management Member Employee is capable of evaluating the merits and risks of the investment in the UnitsParticipation Shares; (c) the Management Member Employee understands that the Units Participation Shares are a speculative investment which involves a high degree of risk of loss of Management Member's Employee’s investment therein, there are substantial restrictions on the transferability of the Units Participation Shares and, on the date on which such Management Member acquires such Units Grant Date and for an indefinite period following such datethereafter, there will be no public market for the Units Participation Shares and, accordingly, it may not be possible for the Management Member Employee to liquidate the Management Member's Employee’s investment including in case of emergency, if at all; (d) the terms of this Agreement provide that if the Management Member Employee ceases to provide services to be an employee of the Company and or its AffiliatesSubsidiaries, the Company and its Affiliates affiliates have the right to repurchase the Units Participation Shares at a price which may may, under certain circumstances, be less than the Fair Market Value thereof; (e) the Management Member Employee understands and has taken cognizance of all the risk factors related to the purchase acquisition of the Units Participation Shares and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member Employee or Management Member's Employee’s representatives concerning the Units, Participation Shares or the Company, the Subsidiaries Company or their respective prospects or other matters; (f) the Management Member Employee has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the LLC AgreementSubsidiaries, the Company's ’s organizational documents and the terms and conditions of the purchase acquisition of the Units Participation Shares and to obtain any additional information which the Management Member Employee deems necessary; and (g) all information which the Management Member Employee has provided to the Company and the Company's ’s representatives concerning the Management Member Employee and the Management Member's Employee’s financial position is complete and correct as of the date of this Agreement.

Additional Investment Representations. Each Management Member Individual represents and warrants that: (a) the Management Member's Individual’s financial situation is such that such Management Member Individual can afford to bear the economic risk of holding the Units for an indefinite period of time, has adequate means for providing for the Management Member's Individual’s current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's Individual’s investment in the Units; (b) the Management Member's Individual’s knowledge and experience in financial and business matters are such that the Management Member Individual is capable of evaluating the merits and risks of the investment in the Units; (c) the Management Member Individual understands that the Units are a speculative investment which involves a high degree of risk of loss of Management Member's Individual’s investment therein, there are substantial restrictions on the transferability of the Units and, on the date on which such Management Member acquires such Units Closing Date and for an indefinite period following such datethe Closing, there will be no public market for the Units and, accordingly, it may not be possible for the Management Member Individual to liquidate the Management Member's Individual’s investment including in case of emergency, if at all; (d) the terms of this Agreement provide that if the Management Member ceases to provide services to the Company and its Affiliatesunder certain circumstances, the Company and its Affiliates have the right to repurchase the Units at a price which may may, under certain circumstances, be less than the Fair Market Value thereof; (e) the Management Member Individual understands and has taken cognizance of all the risk factors related to the purchase of the Units and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member Individual or Management Member's Individual’s representatives concerning the Units, Units or the Company, the Subsidiaries Company or their respective prospects or other matters; (f) the Management Member Individual has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiariesSubsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the LLC Securityholders Agreement, the Company's ’s organizational documents and the terms and conditions of the purchase of the Units and to obtain any additional information which the Management Member Individual deems necessary; and; (g) all information which the Management Member Individual has provided to the Company and the Company's ’s representatives concerning the Management Member Individual and the Management Member's Individual’s financial position is complete and correct as of the date of this Agreement; and (h) Individual is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act.

Additional Investment Representations. Each Management Member Executive represents and warrants that: (a1) the Management Member's Executive’s financial situation is such that such Management Member Executive can afford to bear the economic risk of holding the Units Interests for an indefinite period of time, has adequate means for providing for the Management Member's Executive’s current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's Executive’s investment in the UnitsInterests; (b2) the Management Member's Executive’s knowledge and experience in financial and business matters are such that the Management Member Executive is capable of evaluating the merits and risks of the investment in the UnitsInterests; (c3) the Management Member Executive understands that the Units Interests are a speculative investment which involves a high degree of risk of loss of Management Member's Executive’s investment therein, there are substantial restrictions on the transferability of the Units Interests and, on the date on which such Management Member acquires such Units Closing Date and for an indefinite period following such datethe Closing, there will be no public market for the Units Interests and, accordingly, it may not be possible for the Management Member Executive to liquidate the Management Member's Executive’s investment including in case of emergency, if at all; (d4) the terms of this Agreement provide that that, with respect to the Interests issued to Executive pursuant to this Agreement, if the Management Member Executive ceases to provide services to the Company and or its AffiliatesSubsidiaries, the Company and its Affiliates have the right to repurchase the Units Interests at a price which may may, under certain circumstances, be less than the Fair Market Value thereof; (e5) the Management Member Executive understands and has taken cognizance is cognizant of all the risk factors related to the grant or purchase of the Units Interests and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member Executive or Management Member's Executive’s representatives concerning the Units, Interests or the Company, the Subsidiaries Company or their respective prospects or other matters; (f6) the Management Member Executive has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiariesSubsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the CompanyAcquisition, the LLC Securityholders Agreement, the LP Agreement, the Company's ’s and its general partner’s organizational documents and the terms tenns and conditions of the purchase of the Units Interests and to obtain any additional information which the Management Member Executive deems necessary; and (g7) all information which Executive is an “accredited investor” within the Management Member has provided to meaning of Rule 501(a) under the Company and the Company's representatives concerning the Management Member and the Management Member's financial position is complete and correct as of the date of this AgreementSecurities Act.

Additional Investment Representations. Each Management Member Participant represents and warrants that: (a) the Management Member's Participant’s financial situation is such that such Management Member Participant can afford to bear the economic risk of holding the Upstairs Class B Units for an indefinite period of time, Participant has adequate means for providing for the Management Member's Participant’s current needs and personal contingencies, and Participant can afford to suffer a complete loss of the Management Member's Participant’s investment in the Upstairs Class B Units; (b) the Management Member's Participant’s knowledge and experience in financial and business matters are such that the Management Member Participant is capable of evaluating the merits and risks of the investment in the Upstairs Class B Units; (c) the Management Member Participant understands that the Upstairs Class B Units are a speculative investment which that involves a high degree of risk of loss of Management Member's Participant’s investment therein, there are substantial restrictions on the transferability of the Upstairs Class B Units and, on the date on which such Management Member acquires such Units Grant Date and for an indefinite period following such datethereafter, there will be no public market for the Upstairs Class B Units and, accordingly, it may not be possible for the Management Member Participant to liquidate the Management Member's Participant’s investment including in case of emergency, if at all; (d) Participant understands that the terms of this Agreement, the Plan, and the ManagementCo LLC Agreement provide that that, if the Management Member Participant ceases to provide services to be an employee of the Company and or any of its Affiliates, or violates the applicable Restrictive Covenants, the Company and its Affiliates have has the right to repurchase the Upstairs Class B Units at a price which may that may, under certain circumstances, be less than the Fair Market Value thereofthereof or Participant may forfeit the Upstairs Class B Units; (e) the Management Member Participant understands and has taken cognizance of all of the risk factors related to the purchase acquisition of the Upstairs Class B Units and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member Participant or Management Member's Participant’s representatives concerning the Units, Upstairs Class B Units or the Company, the Subsidiaries Company or their respective prospects or other matters; (f) the Management Member Participant has been advised to consult Participant’s own legal, tax and financial advisors concerning this transaction and Participant has consulted with such advisors, if any, as Participant has seen fit in connection with this transaction; (g) Participant has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiariesAffiliates, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the ManagementCo LLC Agreement, the Company's ’s organizational documents documents, and the terms and conditions of the purchase acquisition of the Units Upstairs Class B Units, and to seek to obtain any additional information which the Management Member that Participant deems necessary; (h) Participant understands the federal, state and local income and, to the extent applicable to Participant, non-U.S. tax consequences of the granting of the Upstairs Class B Units to Participant, the issuance of the Upstairs Class B Units to Participant, and the subsequent receipt of distributions, if any, in respect of the Upstairs Class B Units; and (gi) all All information which the Management Member that Participant has provided to the Company and the Company's ’s representatives concerning the Management Member Participant and the Management Member's Participant’s financial position is complete and correct as of the date of this Agreement.

Additional Investment Representations. Each Management Member The Participant represents and warrants that: (a) the Management Member's Participant is or is not an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, as indicated on the Signature Page; (b) the Participant’s financial situation is such that such Management Member the Participant can afford to bear the economic risk of holding the Subscribed Units for an indefinite period of time, has adequate means for providing for the Management Member's Participant’s current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's Participant’s investment in the Subscribed Units; (bc) the Management Member's Participant’s knowledge and experience in financial and business matters are such that the Management Member Participant is capable of evaluating the merits and risks of the investment in the Subscribed Units; (cd) the Management Member Participant understands that the Subscribed Units are a speculative investment which involves a high degree of risk of loss of Management Member's the Participant’s investment therein, there are substantial restrictions on the transferability of the Subscribed Units and, on the date on which such Management Member acquires such Units Closing Date and for an indefinite period following such datethe Closing, there will be no public market for the Subscribed Units and, accordingly, it may not be possible for the Management Member Participant to liquidate the Management Member's Participant’s investment including in case of emergency, if at all; (d) the terms of this Agreement provide that if the Management Member ceases to provide services to the Company and its Affiliates, the Company and its Affiliates have the right to repurchase the Units at a price which may be less than the Fair Market Value thereof; (e) the Management Member Participant understands and has taken cognizance of all the risk factors related to the purchase of the Subscribed Units and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member Participant or Management Member's the Participant’s representatives concerning the Subscribed Units, the CompanyPartnership, the Subsidiaries Parent or their respective prospects or other matters;; and (f) the Management Member Participant (i) has been given advised that Sponsor and/or its Affiliates have entered or will enter into a management services or similar agreement with Parent and certain of its Affiliates (the opportunity “Parent Parties”) providing for the payment of certain advisory, monitoring, transactional, oversight and similar fees and expenses to examine all documents and indemnification of Sponsor and/or its Affiliates (and its and their respective employees, officers, directors, agents and advisors) by the Parent Parties (the “Management Agreements”) and (ii) waives any right the Participant may have to ask questions ofapprove, and or to receive answers fromclaim any damages with respect to, the Company and its representatives concerning entry by the Company and its subsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the LLC Agreement, the Company's organizational documents and the terms and conditions of the purchase of the Units and to obtain any additional information which Parent Parties into the Management Member deems necessary; and (g) all information which Agreements or the Management Member has provided to performance by the Company and the Company's representatives concerning the Management Member and the Management Member's financial position is complete and correct as Parent Parties of the date of this Agreementtheir obligations thereunder.

Additional Investment Representations. Each Management Member Director represents and warrants that: (a) the Management Member's Director’s financial situation is such that such Management Member Director can afford to bear the economic risk of holding the Units for an indefinite period of time, has adequate means for providing for the Management Member's Director’s current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's Director’s investment in the Units; (b) the Management Member's Director’s knowledge and experience in financial and business matters are such that the Management Member Director is capable of evaluating the merits and risks of the investment in the Units; (c) the Management Member Director understands that the Units are a speculative investment which involves a high degree of risk of loss of Management Member's Director’s investment therein, there are substantial restrictions on the transferability of the Units and, on the date on which such Management Member acquires such Units Closing Date and for an indefinite period following such datethe Closing, there will be no public market for the Units and, accordingly, it may not be possible for the Management Member Director to liquidate the Management Member's Director’s investment including in case of emergency, if at all; (d) the terms of this Agreement provide that if the Management Member under certain circumstances Director ceases to provide services to be an employee of the Company and or its AffiliatesSubsidiaries, the Company and its Affiliates have the right to repurchase the Units at a price which may may, under certain circumstances, be less than the Fair Market Value thereof; (e) the Management Member Director understands and has taken cognizance of all the risk factors related to the purchase of the Units and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member Director or Management Member's Director’s representatives concerning the Units, Units or the Company, the Subsidiaries Company or their respective prospects or other matters; (f) the Management Member Director has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiariesSubsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the LLC Securityholders Agreement, the Company's ’s organizational documents and the terms and conditions of the purchase of the Units and to obtain any additional information which the Management Member Director deems necessary; and; (g) all information which the Management Member Director has provided to the Company and the Company's ’s representatives concerning the Management Member Director and the Management Member's Director’s financial position is complete and correct as of the date of this Agreement; and (h) Director is or is not an “accredited investor” within the meaning of Rule 501(a) under the Securities Act, as indicated on Director’s Master Signature Page.

Additional Investment Representations. Each Management Member Participant represents and warrants that: (a) the Management Member's Participant’s financial situation is such that such Management Member Participant can afford to bear the economic risk of holding the LTIP Units for an indefinite period of time, has adequate means for providing for the Management Member's Participant’s current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's Participant’s investment in the LTIP Units; (b) the Management Member's Participant’s knowledge and experience in financial and business matters are such that the Management Member Participant is capable of evaluating the merits and risks of the investment in the LTIP Units; (c) the Management Member Participant understands that the LTIP Units are a speculative investment which involves a high degree of risk of loss of Management Member's Participant’s investment therein, there are substantial restrictions on the transferability of the LTIP Units and, on the date on which such Management Member acquires such Units Effective Date and for an indefinite period following such datethe Closing, there will be no public market for the LTIP Units and, accordingly, it may not be possible for the Management Member Participant to liquidate the Management Member's Participant’s investment including in case of emergency, if at all; (d) the terms of this Agreement provide that if the Management Member ceases to provide services to the Company and its Affiliates, the Company and its Affiliates have the right to repurchase the Units at a price which may be less than the Fair Market Value thereof; (e) the Management Member Participant understands and has taken cognizance of all the risk factors related to the purchase of the LTIP Units and, other than as set forth in this Agreement and the Partnership Agreement, no representations or warranties have been made to the Management Member Participant or Management Member's Participant’s representatives concerning the UnitsLTIP Units or the Company or the Partnership, the Company, the Subsidiaries or their respective prospects or other matters; (fe) the Management Member Participant has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiariesSubsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the LLC Partnership Agreement, the Company's ’s organizational documents and the terms and conditions of the purchase of the LTIP Units and to obtain any additional information which the Management Member Participant deems necessary; and (gf) all Participant is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act. The undersigned acquired OP Units (the “Units”) of Brixmor Operating Partnership LP (the “Partnership”) on [date] (the “Transfer Date”). The undersigned desires to make an election to have the Units taxed under the provision of Section 83(b) of the Internal Revenue Code of 1986, as amended (“Code §83(b)”), at the time the undersigned acquired the Units. Therefore, pursuant to Code §83(b) and Treasury Regulation §1.83-2 promulgated thereunder, the undersigned hereby makes an election, with respect to the Units (described below), to report as taxable income for calendar year 2014 the excess, if any, of the Units’ fair market value on the Transfer Date over the acquisition price thereof. The following information is supplied in accordance with Treasury Regulation §1.83-2(e): 1. The name, address and social security number of the undersigned: [Name] [Address] SSN: ____-___-_____ 2. A description of the property with respect to which the Management Member has provided election is being made: [•] OP Units in the Partnership 3. The date on which the property was transferred: the Transfer Date. The taxable year for which such election is made: calendar year 2014. 4. The restrictions to which the Company property is subject: The Units are subject to performance-based vesting, and the Company's representatives concerning Units are subject to forfeiture if certain performance thresholds are not achieved. If the Management Member and the Management Member's financial position is complete and correct as undersigned ceases to be employed by certain affiliates of the date Partnership under certain circumstances, all or a portion of this Agreementthe Units may be subject to forfeiture. The Units are also subject to transfer restrictions. 5. The aggregate fair market value (on a liquidation basis) on the Transfer Date of the property with respect to which the election is being made, determined without regard to any lapse restrictions: OP Units: $0 6. The aggregate amount paid for such property:

Additional Investment Representations. Each Management Member Director represents and warrants that: (a) the Management MemberDirector's financial situation is such that such Management Member Director can afford to bear the economic risk of holding the Units for an indefinite period of time, has adequate means for providing for the Management MemberDirector's current needs and personal contingencies, and can afford to suffer a complete loss of the Management MemberDirector's investment in the Units; (b) the Management MemberDirector's knowledge and experience in financial and business matters are such that the Management Member Director is capable of evaluating the merits and risks of the investment in the Units; (c) the Management Member Director understands that the Units are a speculative investment which involves a high degree of risk of loss of Management MemberDirector's investment therein, there are substantial restrictions on the transferability of the Units and, on the date on which such Management Member acquires such Units Closing Date and for an indefinite period following such datethe Closing, there will be no public market for the Units and, accordingly, it may not be possible for the Management Member Director to liquidate the Management MemberDirector's investment including in case of emergency, if at all; (d) the terms of this Agreement provide that if the Management Member Director ceases to provide services to be a member of the Company and its AffiliatesBoard, the Company and its Affiliates affiliates have the right to repurchase the Units at a price which may may, under certain circumstances, be less than the Fair Market Value thereof; (e) the Management Member Director understands and has taken cognizance of all the risk factors related to the purchase of the Units and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member Director or Management MemberDirector's representatives concerning the Units, Units or the Company, the Subsidiaries Company or their respective prospects or other matters; (f) the Management Member Director has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the LLC Securityholders Agreement, the Company's organizational documents and the terms and conditions of the purchase of the Units and to obtain any additional information which the Management Member Director deems necessary; and; (g) all information which the Management Member Director has provided to the Company and the Company's representatives concerning the Management Member Director and the Management MemberDirector's financial position is complete and correct as of the date of this Agreement; (h) Director is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act.

Additional Investment Representations. Each Management Member represents and warrants that: (a) the Management Member's financial situation is such that such Management Member can afford to bear the economic risk of holding the Units for an indefinite period of time, has adequate means for providing for the Management Member's current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's investment in the Units; (b) the Management Member's knowledge and experience in financial and business matters are such that the Management Member is capable of evaluating the merits and risks of the investment in the Units; (c) the Management Member understands that the Units are a speculative investment which involves a high degree of risk of loss of Management Member's investment therein, there are substantial restrictions on the transferability of the Units and, on the date on which such Management Member acquires such Units and for an indefinite period following such date, there will be no public market for the Units and, accordingly, it may not be possible for the Management Member to liquidate the Management Member's investment investment, including in case of emergency, if at all; (d) the terms of this Agreement provide that if the Management Member ceases to provide services to the Company and its Affiliates, the Company and its Affiliates have the right to repurchase the Units (other than the Class A Units) at a price which may be less than the Fair Market Value thereof; (e) the Management Member understands and has taken cognizance of all the risk factors related to the purchase of the Units and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member or Management Member's representatives concerning the Units, the Company, the Subsidiaries or their respective prospects or other matters; (f) the Management Member has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiariesSubsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. Vanguard by subsidiaries of the Company, this Agreement, the LLC Registration Rights Agreement, the Company's organizational documents and the terms and conditions of the purchase of the Units and to obtain any additional information which the Management Member deems necessary; and; (g) all information which the Management Member has provided to the Company and the Company's representatives concerning the Management Member and the Management Member's financial position is complete and correct as of the date of this Agreement; and (h) the Management Member is an "accredited investor" within the meaning of Regulation D of the Securities Act.

Additional Investment Representations. Each Management Member represents Upon each exercise of the Options, Executive shall represent and warrants warrant that: (a) the Management MemberExecutive's financial situation is such that such Management Member Executive can afford to bear the economic risk of holding the Common Units for an indefinite period of time, has adequate means for providing for the Management MemberExecutive's current needs and personal contingencies, and can afford to suffer a complete loss of the Management MemberExecutive's investment in the Common Units; (b) the Management MemberExecutive's knowledge and experience in financial and business matters are such that the Management Member Executive is capable of evaluating the merits and risks of the investment in the Common Units; (c) the Management Member Executive understands that the Common Units are a speculative investment which involves a high degree of risk of loss of Management MemberExecutive's investment therein, there are substantial restrictions on the transferability of the Units Common Units, and, on the date on which such Management Member acquires such Units of Executive's exercise of the Options and for an indefinite period following such datethereafter, there will may be no public market for the Common Units and, accordingly, it may not be possible for the Management Member Executive to liquidate the Management MemberExecutive's investment including in case of emergency, if at all; (d) the terms of this Agreement provide that if in the Management Member event that Executive ceases to provide services to the Company and its Affiliatesbe an Employee, the Company and its Affiliates have has the right to repurchase the Common Units issued upon exercise of the Options at a price which may be less than the Fair Market Value thereofof such Common Units; (e) the Management Member Executive understands and has taken cognizance of all the risk factors related to the purchase of the Units Common Units, and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member Executive or Management MemberExecutive's representatives concerning the Units, Common Units or the Company, the Subsidiaries Company or their respective prospects or other matters; (f) the Management Member Executive has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the CompanyReorganization, the LLC Securityholders Agreement, the Company's organizational documents Limited Liability Company Agreement and the terms and conditions of the purchase of the Common Units and to obtain any additional information which the Management Member Executive deems necessary; and (g) all information which the Management Member Executive has provided to the Company and the Company's representatives concerning the Management Member Executive and the Management MemberExecutive's financial position is complete and correct as of the date of this Agreement.

Additional Investment Representations. Each Management Member The Purchaser represents and warrants that: that (a) the Management MemberPurchaser's financial situation is such that such Management Member he can afford to bear the economic risk of holding the Units Shares for an indefinite period of time, has adequate means for providing for the Management Member's his current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's his investment in the Units; Shares; (b) the Management MemberPurchaser's knowledge and experience in financial and business matters are such that the Management Member he is capable of evaluating the merits and risks of the investment in the Units; Shares as contemplated by this Agreement; (c) the Management Member Purchaser understands that the Units Shares are a speculative investment which involves involve a high degree of risk of loss of Management Member's his investment therein, there are substantial restrictions on the transferability of the Units Shares, and, on the date on which such Management Member acquires such Units hereof and for an indefinite period following such dateperiod, there will be no public market for the Units Shares and, accordingly, it may not be possible for the Management Member Purchaser to liquidate the Management Member's his investment including in case of emergency, if at all; ; (d) in making his decision to purchase the terms of this Agreement provide that if Shares hereby purchased, the Management Member ceases to provide services Purchaser has relied upon independent investigations made by him and, to the Company extent believed by the Purchaser to be appropriate, his representatives, including his own professional, financial, tax and its Affiliates, the Company and its Affiliates have the right to repurchase the Units at a price which may be less than the Fair Market Value thereof; other advisors; (e) the Management Member understands Purchaser and has taken cognizance of all the risk factors related to the purchase of the Units and, other than as set forth in this Agreement, no representations or warranties his representatives have been made to the Management Member or Management Member's representatives concerning the Units, the Company, the Subsidiaries or their respective prospects or other matters; (f) the Management Member has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its their representatives concerning the Company and its subsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the LLC Agreement, the Company's organizational documents and the terms and conditions of the purchase of the Units Shares and to obtain any additional information which the Management Member deems Purchaser or his representatives deem necessary; and (f) the Purchaser is an officer or key employee of the Company and as such has a high level of familiarity with the business, operations, financial condition and prospect of the Company; and (g) all information which the Management Member has provided to Purchaser understands that the Company and the Company's representatives concerning the Management Member and the Management Member's financial position is complete and correct as under no obligation to declare or pay dividends in respect of the date of this AgreementShares.

Additional Investment Representations. Each Management Member Director represents and warrants that: (a) the Management Member's Director’s financial situation is such that such Management Member Director can afford to bear the economic risk of holding the Units for an indefinite period of time, has adequate means for providing for the Management Member's Director’s current needs and personal contingencies, and can afford to suffer a complete loss of the Management Member's Director’s investment in the Units; (b) the Management Member's Director’s knowledge and experience in financial and business matters are such that the Management Member Director is capable of evaluating the merits and risks of the investment in the Units; (c) the Management Member Director understands that the Units are a speculative investment which involves a high degree of risk of loss of Management Member's Director’s investment therein, there are substantial restrictions on the transferability of the Units and, on the date on which such Management Member acquires such Units Closing Date and for an indefinite period following such datethe Closing, there will be no public market for the Units and, accordingly, it may not be possible for the Management Member Director to liquidate the Management Member's Director’s investment including in case of emergency, if at all; (d) the terms of this Agreement provide that if the Management Member ceases to provide services to the Company and its Affiliates, the Company and its Affiliates have the right to repurchase the Units at a price which may be less than the Fair Market Value thereof; (e) the Management Member Director understands and has taken cognizance of all the risk factors related to the purchase of the Units and, other than as set forth in this Agreement, no representations or warranties have been made to the Management Member Director or Management Member's Director’s representatives concerning the Units, Units or the Company, the Subsidiaries Company or their respective prospects or other matters; (fe) the Management Member Director has been given the opportunity to examine all documents and to ask questions of, and to receive answers from, the Company and its representatives concerning the Company and its subsidiariesSubsidiaries, the acquisition of Nalco Company and certain Subsidiaries of Nalco International S.A.S. by subsidiaries of the Company, the LLC Securityholders Agreement, the Company's ’s organizational documents and the terms and conditions of the purchase of the Units and to obtain any additional information which the Management Member Director deems necessary; and; (gf) all information which the Management Member Director has provided to the Company and the Company's ’s representatives concerning the Management Member Director and the Management Member's Director’s financial position is complete and correct as of the date of this Agreement; and (g) Director is or is not an “accredited investor” within the meaning of Rule 501(a) under the Securities Act, as indicated on Director’s Master Signature Page.