Common use of Representations and Warranties of the Holder Clause in Contracts

Representations and Warranties of the Holder. The Holder represents and warrants to the Partnership that: (a) The Holder is acquiring the Option and, if and when the Holder exercises the Option, will acquire any Class A Common Units purchased upon such exercise for investment purposes only, for the Holder’s own account, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning of the Securities Act and applicable state securities law; (b) Any subsequent sale of any such Class A Common Units shall be made either pursuant to an effective registration statement under the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Act, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable the Holder to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of the purchase of the Class A Common Units as contemplated by this Option, the Offering Memorandum and the Partnership Agreement, and (B) is able to bear the economic risk of the investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units; and (m) The Holder has been informed that the offer of the Class A Common Units is being made pursuant to an exemption from the registration requirements of the Securities Act, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwise.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to to, and agrees with, the Partnership thatCompany as follows: (a) The Holder has been furnished with, and has carefully read the applicable form of the Debenture and is acquiring familiar with and understands the Option andterms of the Offering. With respect to tax and other economic considerations involved in his investment, if and when the Holder exercises is not relying on the OptionCompany. The Holder has carefully considered and has, will acquire any Class A Common Units purchased upon to the extent the Holder believes such exercise for discussion necessary, discussed with the Holder's professional legal, tax, accounting and financial advisors the suitability of an investment purposes onlyin the Company, by purchasing the Debentures, for the Holder’s own account, 's particular tax and not with financial situation and has determined that the investment being made by the Holder is a view to or an intent to sell, or to offer suitable investment for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning of the Securities Act and applicable state securities law;Holder. (b) Any subsequent sale The Holder acknowledges that all documents, records, and books pertaining to this investment which the Holder has requested, have been made available for inspection, or the Holder has had access thereto. (c) The Holder has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Offering, and if such opportunity was taken, then all such questions have been answered to the full satisfaction of the Holder. (d) The Holder will not sell, or otherwise dispose of the Debentures or the common stock of the Company, par value $0.001 per share (the “Common Stock”) issued upon conversion of the Debentures without registration under the Securities Act or applicable state securities laws or compliance with an exemption therefrom including but not limited to Rule 144(b) and 144(k) under the Securities Act (an “Exemption”). The Debentures have not been registered under the Securities Act or under the securities laws of any state. Resales of the Common Stock underlying the Debentures or issued in payment of accrued interest on the Debentures are to be registered by the Company pursuant to the terms of the Debenture Registration Rights Agreement incorporated herein and made a part hereof. (e) The Holder recognizes that an investment in the Debentures involves substantial risks, including loss of the entire amount of such Class A investment. Further, the Holder has carefully read and considered the schedules attached hereto. (f) The Holder acknowledges that each certificate representing the Debentures (and the shares of Common Units Stock issued upon conversion of the Debentures, unless registered or with an Exemption) or in payment of interest on the Debentures shall be made either pursuant to an effective stamped or otherwise imprinted with a legend substantially in the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT. If the Holder sends a Notice of Conversion (see Exhibit A attached hereto), and a registration statement under the Securities Act or otherwise is in compliance therewith effect as to the sale, then in such event the Company shall have its transfer agent send Holder the appropriate number of shares of Common Stock without restrictive legends (other than a legend referring to the resale registration and in all events in compliance with the Partnership Agreement; (cprospectus delivery requirements) This Option and all Class A Common Units purchased upon exercise hereof shall be not subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors;stop transfer instructions. (g) At no time was any oral representation made If this Subscription Agreement is executed and delivered on behalf of a corporation or legal entity other than a natural person: (i) such corporation or other entity has the full legal right and power and all authority and approval required (a) to the Holder relating to the Option execute and deliver, or authorize execution and delivery of this Subscription Agreement and all other Transaction Documents executed and delivered by or on behalf of such corporation in connection with the purchase of any securities upon exercise thereof the Debentures, and (b) to purchase and hold the Holder was not presented with or solicited by any promotional meeting or material relating to Debentures; and (ii) the Option or any securities signature of the Partnership. party signing on behalf of such corporation or entity is binding upon such corporation. (h) The Holder is not subscribing for the purchase of Class A Common Units Debentures as a result of of, or subsequent to pursuant to, any advertisement, article, notice or other communication published in any newspapersnewspaper, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office radio or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office presented at any seminar or residence address changes;meeting, or any other general solicitation. (i) The Holder is purchasing the Debentures for its own account for investment, and not with a view toward the resale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act. The Holder has not offered or sold any portion of the Debentures being acquired nor does not the Holder have any present intent to resell intention of dividing the Debentures with others or distribute all of selling, distributing or otherwise disposing of any part portion of the Holder’s Class A Common Units purchased Debentures either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance in violation of the Securities Act provided, however, that by making the representations herein, the Holder does not agree to hold any of the Debentures for any minimum or other specific term and reserves the right to dispose of the Debentures at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The Holder is neither an underwriter of, nor a dealer in, the Debentures or the Common Stock issuable upon conversion thereof or upon the payment of interest thereon and is not participating in the distribution or resale of the Debentures or the Common Stock issuable upon conversion or exercise thereof. Notwithstanding anything in this Option;Section to the contrary, the Holder reserves the right to pledge any of the Debenture for margin purposes and dispose of the Debentures at any time in accordance with federal and state securities laws applicable to such dispositions. (j) The Holder or the Holder's representatives, as the case may be, has been advised that the offer such knowledge and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Actexperience in financial, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer tax and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary business matters so as to enable the Holder to offer and/or sell utilize the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges that it has received, within a reasonable time prior information made available to the sale, Holder in connection with the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its of an investment in the Class A Common Units purchased pursuant Debentures and to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such make an informed investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor decision with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of the purchase of the Class A Common Units as contemplated by this Option, the Offering Memorandum and the Partnership Agreement, and (B) is able to bear the economic risk of the investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units; and (m) The Holder has been informed that the offer of the Class A Common Units is being made pursuant to an exemption from the registration requirements of the Securities Act, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwisethereto.

Representations and Warranties of the Holder. The Holder represents In consideration of the Company's acceptance of the Subscription, I make the following representations and warrants warranties to the Partnership thatCompany, to its principals, and to participating broker-dealers, if any, jointly and severally, which warranties and representations shall survive the exercise, whole or partial, of this Special Warrant: (a) The Holder is acquiring I have had the Option andopportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify my understanding of the terms thereof and of the Company's business and status thereof, if and when that no oral information furnished to the Holder exercises undersigned or my advisors in connection with this Special Warrant has been in any way inconsistent with other documentary information provided. (b) I acknowledge that I have not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the OptionShares. (c) When purchased, the Shares will acquire any Class A Common Units be purchased upon such exercise for my own account for long-term investment purposes only, for the Holder’s own account, and not with a view to immediately re-sell the Shares. No other person or an intent to sellentity will have any direct or indirect beneficial interest in, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning of the Securities Act and applicable state securities law; (b) Any subsequent sale of any such Class A Common Units shall be made either pursuant to an effective registration statement under the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreementright to, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option Shares. I or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Act, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable the Holder to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant my agents or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has advisors have such knowledge and experience in financial and business matters such that will enable me to utilize the information made available to me in connection with the purchase of the Shares to evaluate the merits and risks thereof and to make an informed investment decision. (d) I acknowledge that the Holder is Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or qualified under the California Securities Law, or any other applicable blue sky laws, in reliance, in part, on my representations, warranties and agreements made herein. (e) Other than the rights specifically set forth in the Procera Registration Rights Agreement, I represent, warrant and agree that the Company and the officers of the Company (the "Company's Officers") are under no obligation to register or qualify the Shares under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification. (f) I represent that I meet the criteria for participation because (i) I have a preexisting personal or business relationship with the Company or one or more of its partners, officers, directors or controlling persons or (ii) by reason of my business or financial experience, or by reason of the business or financial experience of my financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, I am capable of evaluating the risk and merits and risks of the purchase of the Class A Common Units as contemplated by this Option, the Offering Memorandum and the Partnership Agreement, and (B) is able to bear the economic risk of the an investment in the Class A Common Units purchased pursuant to this Option for an indefinite period Shares and of time and can afford to suffer a complete loss protecting my own interests; AND (i) I have minimum net worth in excess of $1,000,000, or (ii) I have income in excess of $200,000 or joint income with my spouse in excess of $300,000 in each of the investment two most recent years, and I/we have a reasonable expectation of reaching the same income level in such Class A Common Unitsthe current year; andor (miii) The Holder I am a director or executive officer of the Company; or (iv) If a trust, the trust has been informed total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the Shares and the purchase was directed by a sophisticated person as described in 7 CFR Sec. 230.506(b)(2)(ii); or (v) If a corporation or partnership, the corporation or partnership has total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the Shares; or (vi) If an entity, all of the equity owners meet the criteria for participation set forth in this Paragraph 2(f). (g) I understand that the offer of Shares are illiquid, and until registered with the Class A Common Units is being made pursuant to Securities Exchange Commission or an exemption from registration becomes available, cannot be readily sold as there will not be a public market for them and that I may not be able to sell or dispose of the registration requirements Shares, or to utilize the Shares as collateral for a loan. I must not purchase the Shares unless I have liquid assets sufficient to assure myself that such purchase will cause me no undue financial difficulties and that I can still provide for my current and possible personal contingencies, and that the commitment herein for the Shares, combined with other investments of mine, is reasonable in relation to my net worth. (h) I understand that my right to transfer the Shares will be restricted against unless the transfer is not in violation of the Securities Act, relating to transactions by an issuer not involving a public offeringthe California Securities Law, and thatany other applicable state securities laws (including investment suitability standards), consequentlythat the Company will not consent to a transfer of the Shares unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer. (i) I have been advised to consult with my own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of purchasing the Shares, and have done so, to the extent I consider necessary. (j) I acknowledge that the tax consequences to me of investing in the Company will depend on my particular circumstances, and neither the Company, the materials relating Company's Officers, any other investors, nor the partners, shareholders, members, managers, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to me of an investment in the Company. I will look solely to and rely upon my own advisers with respect to the offer tax consequences of this investment (k) All information which I have not been subject provided to review the Company concerning myself, my financial position and comment by the staff my knowledge of financial and business matters is truthful, accurate, correct and complete as of the Securities and Exchange Commission or any other governmental authority in the United States or otherwisedate set forth herein.

Representations and Warranties of the Holder. The Holder represents and warrants to the Partnership that: (a) The Holder is acquiring has received and reviewed such information about the Option andCompany’s business and proposed business, if assets, financial condition, management, risks relating to the Company and when the Holder exercises business and proposed business in which the Option, will acquire any Class A Common Units purchased upon such exercise for investment purposes only, for the Holder’s own accountCompany conducts its operations, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within other information regarding the meaning acquisition of the Securities Act Warrant as Holder has (in consultation with such advisors as Holder has deemed appropriate) determined to be necessary or appropriate in the circumstances; and applicable state securities law;further acknowledges that Holder or its representatives have been afforded the opportunity to ask such questions as Holder or its representatives have deemed necessary. (b) Any subsequent sale of any such Class A Common Units shall be made either pursuant to an effective registration statement under the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands Hxxxxx acknowledges that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder it has had the opportunity to consult with counselits legal, has had adequate time to consult with such counsel financial, accounting, tax, and investment advisers regarding the terms of this Option Hxxxxx’s personal circumstances and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnershipadvisability of Hxxxxx’s future operations, and does not desire any additional information with respect to any proposed receipt of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Act, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable the Holder to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, Warrant to the extent it that Hxxxxx has asked determined such questions or requested such information, the Partnership has answered such questions and supplied such information consultation to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The be appropriate. (c) Holder has consulted its own attorneysuch knowledge, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has knowledge sophistication and experience in business and financial and business matters such that the Holder is so as to be capable of evaluating the merits and risks of the purchase of prospective investment in the Class A Common Units as contemplated by this Option, the Offering Memorandum Warrant and the Partnership AgreementWarrant Shares, having been represented by advisors to the extent it deemed appropriate, and (B) has so evaluated the merits and risks of such investment and is able to bear the economic risk of such investment and, at the investment in the Class A Common Units purchased pursuant present time, is able to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units; andinvestment. (md) The Holder has been informed acknowledges that neither the offer Warrant nor any of the Class A Common Units is Warrant Shares have been registered under the Securities Act of 1933, as amended (the “1933 Act”), or under any state securities or “blue sky” laws of any state of the United States, and are being made offered only in a transaction not involving any public offering within the meaning of the 1933 Act and issued pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities 1933 Act and/or Rule 506(b) of Regulation D under the 1933 Act. (e) Holder is acquiring the Warrant as principal for its own account, relating to transactions by an issuer not involving a public offeringfor investment purposes only, and thatnot with a view to, consequentlyor for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Warrant. (f) The Warrant is not listed on any stock exchange and no representation has been made to the Holder that that the Warrant will become listed on any stock exchange. As of the date of issuance of the Note, the materials relating Company’s common shares were listed on the Nasdaq Capital Market. There is no assurance that the Company’s common shares will remain listed on the Nasdaq Capital Market or will be listed on any other stock exchange. (g) Holder is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which Holder is resident (the “International Jurisdiction”) which would apply to the offer have not been subject to review acquisition, exercise and comment by the staff disposition of the Securities Warrant and Exchange Commission the Warrant Shares. (h) Holder is receiving the Warrant pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, Holder is permitted to receive the Warrant under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions. (i) Holder is not aware of any advertisement of the Warrant or the Warrant Shares and is not acquiring the Warrant as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any other governmental authority in the United States seminar or otherwisemeeting whose attendees have been invited by general solicitation or general advertising.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to to, and agrees with, the Partnership thatCompany as follows: (a) The Holder has been furnished with, and has carefully read the applicable form of Debenture Registration Rights Agreement, and the Debenture Agreement and is acquiring familiar with and understands the Option andterms of the Offering. With respect to tax and other economic considerations involved in his investment, if and when the Holder exercises is not relying on the OptionCompany. The Holder has carefully considered and has, will acquire any Class A Common Units purchased upon to the extent the Holder believes such exercise for discussion necessary, discussed with the Holder 's professional legal, tax, accounting and financial advisors the suitability of an investment purposes onlyin the Company, by purchasing the Debentures, for the Holder 's particular tax and financial situation and has determined that the investment being made by the Holder is a suitable investment for the Holder’s own account, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning of the Securities Act and applicable state securities law;. (b) Any subsequent sale The Holder acknowledges that all documents, records, and books pertaining to this investment which the Holder has requested have been made available for inspection or the Holder has had access thereto. (c) The Holder has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Offering and if such opportunity was taken then all such questions have been answered to the full satisfaction of the Holder. (d) The Holder will not sell, or otherwise dispose of the Debentures or the Common Stock issued upon conversion of the Debentures without registration under the 1933 Act or applicable state securities laws or compliance with an exemption therefrom including but not limited to: Rule 144A, 144 (k) (herein after referred to as an "Exemption"). The Debentures have not been registered under the 1933 Act or under the securities laws of any state. Resales of the Common Stock underlying the Debentures or issued in payment of accrued interest on the Debentures are to be registered by the Company pursuant to the terms of the Debenture Registration Rights Agreement incorporated herein and made a part hereof. (e) The Holder recognizes that an investment in the Debentures involves substantial risks, including loss of the entire amount of such Class A investment. Further, the Holder has carefully read and considered the schedule entitled Litigation matters attached hereto as Schedule 3(h). (f) The Holder acknowledges that each certificate representing the Debentures (and the shares of Common Units Stock issued upon conversion of the Debentures, unless registered or with an Exemption) or in payment of dividends on the Debentures shall be made either pursuant to an effective stamped or otherwise imprinted with a legend substantially in the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT. If Holder sends a Notice of Conversion (See Exhibit A attached hereto), and provided a registration statement under the Securities Act or otherwise of 1933 that is in compliance therewith effect as to the sale, then in such event the Company shall have its transfer agent send Holder the appropriate number of shares of Common Stock without restrictive legends and in all events in compliance with the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be Company is not subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors;stop transfer instructions. (g) At no time was any oral representation made If this Subscription Agreement is executed and delivered on behalf of a corporation: (i) such corporation has the full legal right and power and all authority and approval required (a) to execute and deliver, or authorize execution and delivery of this Subscription Agreement and all other instruments (including, without limitation, the Holder relating to the Option Debenture Registration Rights Agreement, Irrevocable Transfer Agent Agreement, Security Agreement, Warrant Agreement and Debenture Agreements) executed and delivered by or on behalf of such corporation in connection with the purchase of any securities upon exercise thereof the Debentures and (b) to purchase and hold the Holder was not presented with or solicited by any promotional meeting or material relating to Debentures; and (ii) the Option or any securities signature of the Partnership. party signing on behalf of such corporation is binding upon such corporation. (h) The Holder is not subscribing for the purchase of Class A Common Units Debentures as a result of of, or subsequent to pursuant to, any advertisement, article, notice or other communication published in any newspapersnewspaper, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office radio or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office presented at any seminar or residence address changes;meeting. (i) The Holder is purchasing the Debentures for its own account for investment, and not with a view toward the resale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act. The Holder has not offered or sold any portion of the Debentures being acquired nor does not the Holder have any present intent to resell intention of dividing the Debentures with others or distribute all of selling, distributing or otherwise disposing of any part portion of the Holder’s Class A Common Units purchased Debentures either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance in violation of the 1933 Act provided, however, that by making the representations herein, Holder does not agree to hold any of the Debentures for any minimum or other specific term and reserves the right to dispose of the Debentures at any time in accordance with or pursuant to this Option;a registration statement or an exemption under the 1933 Act. Holder is neither an underwriter of, nor a dealer in, the Debentures or the Common Stock issuable upon conversion thereof or upon the payment of dividends thereon and is not participating in the distribution or resale of the Debentures or the Common Stock issuable upon conversion or exercise thereof. (j) The Holder or the Holder's representatives, as the case may be, has been advised that the offer such knowledge and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Actexperience in financial, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer tax and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary business matters so as to enable the Holder to offer and/or sell utilize the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges that it has received, within a reasonable time prior information made available to the sale, Holder in connection with the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its of an investment in the Class A Common Units purchased pursuant Debentures and to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such make an informed investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor decision with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of the purchase of the Class A Common Units as contemplated by this Option, the Offering Memorandum and the Partnership Agreement, and (B) is able to bear the economic risk of the investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units; and (m) The Holder has been informed that the offer of the Class A Common Units is being made pursuant to an exemption from the registration requirements of the Securities Act, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwisethereto.

Representations and Warranties of the Holder. The Holder represents and warrants to the Partnership that: (a) The Holder is acquiring the Option and, if and when the Holder exercises the Option, will acquire any Class A Common Units purchased upon such exercise for investment purposes only, this Note for the Holder’s own account, as principal, for investment purposes only, and not with a view any intention to resell, distribute or an intent to sellotherwise dispose of or fractionalize this Note, in whole or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning of the Securities Act and applicable state securities law;part. (b) Any subsequent sale of The Holder has not received any offering literature or prospectus, other than such Class A Common Units shall be information that is available publicly, and no representations or warranties have been made either pursuant to an effective registration statement under the Securities Act Holder by the Company or otherwise in compliance therewith and in all events in compliance with their employees or agents, other than the Partnership Agreement;representations set forth herein. (c) This Option The Holder has had an unrestricted opportunity to: (i) obtain additional information concerning the offering of this Note, the terms, conditions and all Class A Common Units purchased restriction imposed upon exercise hereof shall be subject this Note, the Company and any other matters relating directly or indirectly to the terms hereof Holder's purchase of this Note; and of (ii) ask questions of, and receive answers from the Partnership Agreement;Company and to obtain such additional information as may have been necessary to investigate the Company and make an investment therein. (d) The Holder understands has sufficient knowledge and experience in evaluating and investing in securities of companies similar in nature and stage of development as the Company and acknowledges that upon exercise it is able to fend for itself, bear the economic risk of this Option he will be deemed by its investment in the Internal Revenue Service and pertinent state tax authorities to be Company for an indefinite period of time, has no need for liquidity in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid thereforsuch investment, and further understands it has such knowledge and experience in financial and business matters that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice it is capable of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Unitsthe Company. The Holder has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management. The Holder understands that an investment in and/or loan to the Company is speculative and that the Holder may ultimately lose the entire amount of its investment in and/or loan to the Company. (e) The Holder is not relying on the Company and/or the Company’s legal and financial advisers with respect to any legal, investment or tax considerations involved in the purchase, ownership and disposition of this Note. The Holder has and will rely relied solely upon the advice of, or has consulted with, in regard to the legal, investment and tax considerations involved in the purchase, ownership and disposition of this Note, the Holder’s 's own legal counsel, business and/or investment adviser, accountant and tax adviser. (f) The Holder understands that this Note cannot be sold or transferred, except in compliance with Rule 144 of the United States Securities and investment advisors;Exchange Commission. In addition, the Holder understands that this Note has not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or under any applicable state securities or blue sky laws or the laws of any other jurisdiction, and cannot be resold unless registered or unless an exemption from registration is available. The Holder understands that there is no plan to register this Note under any law. (g) At The Holder is aware that there is currently no time was any oral representation made to market for this Note. The Holder recognizes that an investment in the Company involves substantial risks, including loss of the entire amount of such investment, and the Holder relating has taken full cognizance of and understands all of the risks related to the Option or the purchase of any securities upon exercise thereof this Note and is willing and able to and can afford to bear the Holder was not presented with or solicited by any promotional meeting or material relating to economic risks of an investment in the Option or any securities Company for an indefinite period of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio;time. (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if has adequate means of providing for the Holder’s principal office or residence address changes;'s current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Company for an indefinite period of time, has no need for liquidity in such investment, and, at the present time, could afford a complete loss of such investment. (i) The Holder does not have any present intent to resell or distribute all or any part is an “accredited investor” as that term is defined in Rule 506 of Regulation D under the 1933 Act inasmuch as the Holder meets the requirements under Rule 506. All information that Holder has provided concerning the Holder’s Class A Common Units purchased pursuant to this Option;, the Holder's financial position and knowledge of financial and business matters is true, correct and complete. (j) The Holder has been advised that maintains its domicile at the offer residence address shown on first page and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Act, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable the Holder to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended;is a United States resident. (k) The Holder acknowledges that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/not dealt with a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment broker in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor connection with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of the purchase of this Note and agrees to indemnify and hold the Class A Common Units as Company and its officers harmless from any claims for brokerage or fees in connection with the transactions contemplated by this Option, the Offering Memorandum and the Partnership Agreement, and (B) is able to bear the economic risk of the investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units; and (m) The Holder has been informed that the offer of the Class A Common Units is being made pursuant to an exemption from the registration requirements of the Securities Act, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwiseherein.

Representations and Warranties of the Holder. The Holder represents and warrants to the Partnership that: (a) The Holder is acquiring the Option and, if and when the Holder exercises the Option, will acquire any Class A Common Units purchased upon such exercise for investment purposes only, for the Holder’s own account, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning of the Securities Act and applicable state securities law; (b) Any subsequent sale of any such Class A Common Units shall be made either pursuant to an effective registration statement under the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Act, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable the Holder to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November December 10, 2008 2009 and the Xxxxxxx Bros. Holdings, L.P. Annual Report as of and for the Year Ended December 31, 2009, each as provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering MemorandumDocuments”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of the purchase of the Class A Common Units as contemplated by this Option, the Offering Memorandum Documents and the Partnership Agreement, and (B) is able to bear the economic risk of the investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units; and (m) The Holder has been informed that the offer of the Class A Common Units is being made pursuant to an exemption from the registration requirements of the Securities Act, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwise.

Representations and Warranties of the Holder. The Holder acknowledges that neither the issuance and delivery of the Warrants, nor the sale, allotment, issuance and delivery of the Underlying Stock issuable upon the exercise thereof, have been registered under the Securities Act or under any applicable state securities laws, and, accordingly, the Holder hereby represents and warrants to the Partnership thatCompany as follows: (a) The Holder (i) is acquiring the Option Warrants and, if and when upon exercise of the Holder exercises the OptionWarrants, will acquire any Class A Common Units purchased Underlying Stock issuable upon such the exercise thereof pursuant to an exemption from registration under the Securities Act solely for investment purposes only, for with no present intention to distribute the Holder’s own account, and not with a view Warrants or the Underlying Stock to or an intent to sell, or to offer for resale any Person in connection with any unregistered distribution, all violation of the Securities Act or any portion applicable state securities laws and (ii) will not sell or otherwise dispose of such securities within any of the meaning Warrants or the Underlying Stock issuable upon the exercise thereof, except in compliance with the registration requirements or exemption provisions of the Securities Act and any applicable state securities law;laws. (b) Any subsequent sale of any such Class A Common Units shall be made either pursuant to an effective registration statement under the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; is an “accredited investor” (jas such term is defined in Rule 501(a) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option have not been registered promulgated under the Securities Act, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable the Holder to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has whose knowledge and experience in financial and business matters are such that the Holder is capable of evaluating the merits and risks of its investment in the purchase Warrants or the Underlying Stock issuable upon the exercise thereof, (ii) the Holder’s financial situation is such that it can afford to (A) bear the economic risk of holding the Class A Common Units as contemplated by this Option, Warrants or the Offering Memorandum and Underlying Stock issuable upon the Partnership Agreementexercise thereof for an indefinite period of time, and (B) is able to bear the economic risk suffer complete loss of the its investment in the Class A Common Units purchased pursuant Warrants or the Underlying Stock issuable upon the exercise thereof, and (iii)(A) the Company has made available to this Option for the Holder all documents and information that the Holder has requested relating to an indefinite period of time investment in the Company and can afford (B) the Holder has had adequate opportunity to suffer a complete loss ask questions of, and receive answers from, the Company’s officers, employees, agents and other representatives concerning the Company’s business, operations, financial condition, assets, liabilities and all other matters relevant to the Holder’s investment in the Warrants or the Underlying Stock issuable upon the exercise thereof; provided, however, that the foregoing does not limit or modify the representations and warranties of the investment Company in such Class A Common Units; and (m) The Holder has been informed that Section 8.02 or the offer right of the Class A Common Units is being made pursuant Holder to an exemption from the registration requirements of the Securities Act, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwiserely thereon.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to to, and agrees with, the Partnership thatCompany as follows: (a) The Holder has been furnished with, and has carefully read the applicable form of Debenture Registration Rights Agreement, and the Debenture and is acquiring familiar with and understands the Option andterms of the Offering. With respect to tax and other economic considerations involved in his investment, if and when the Holder exercises is not relying on the OptionCompany. The Holder has carefully considered and has, will acquire any Class A Common Units purchased upon to the extent the Holder believes such exercise for discussion necessary, discussed with the Holder 's professional legal, tax, accounting and financial advisors the suitability of an investment purposes onlyin the Company, by purchasing the Debentures, for the Holder 's particular tax and financial situation and has determined that the investment being made by the Holder is a suitable investment for the Holder’s own account, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning of the Securities Act and applicable state securities law;. (b) Any subsequent sale The Holder acknowledges that all documents, records, and books pertaining to this investment which the Holder has requested, have been made available for inspection, or the Holder has had access thereto. (c) The Holder has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Offering, and if such opportunity was taken, then all such questions have been answered to the full satisfaction of the Holder. (d) The Holder will not sell, or otherwise dispose of the Debentures or the Common Stock issued upon conversion of the Debentures without registration under the 1933 Act or applicable state securities laws or compliance with an exemption therefrom including but not limited to: Rule 144A, 144(k), as promulgated under the Securities Act of 1933 (herein after referred to as an "Exemption"). The Debentures have not been registered under the 1933 Act or under the securities laws of any state. Resales of the Common Stock underlying the Debentures or issued in payment of accrued interest on the Debentures are to be registered by the Company pursuant to the terms of the Debenture Registration Rights Agreement incorporated herein and made a part hereof. (e) The Holder recognizes that an investment in the Debentures involves substantial risks, including loss of the entire amount of such Class A investment. Further, the Holder has carefully read and considered the schedules attached hereto. (f) The Holder acknowledges that each certificate representing the Debentures (and the shares of Common Units Stock issued upon conversion of the Debentures, unless registered or with an Exemption) or in payment of interest on the Debentures shall be made either pursuant to an effective stamped or otherwise imprinted with a legend substantially in the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT. If the Holder sends a Notice of Conversion (See Exhibit A attached hereto), and provided a registration statement under the Securities Act or otherwise of 1933 is in compliance therewith effect as to the sale, then in such event the Company shall have its transfer agent send Holder the appropriate number of shares of Common Stock without restrictive legends (other than a legend referring to the resale registration and in all events in compliance with the Partnership Agreement; (cprospectus delivery requirements) This Option and all Class A Common Units purchased upon exercise hereof shall be not subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors;stop transfer instructions. (g) At no time was any oral representation made If this Subscription Agreement is executed and delivered on behalf of a corporation or legal entity other than a natural person: (i) such corporation or other entity has the full legal right and power and all authority and approval required (a) to the Holder relating to the Option execute and deliver, or authorize execution and delivery of this Subscription Agreement and all other Transaction Documents executed and delivered by or on behalf of such corporation in connection with the purchase of any securities upon exercise thereof the Debentures, and (b) to purchase and hold the Holder was not presented with or solicited by any promotional meeting or material relating to Debentures; and (ii) the Option or any securities signature of the Partnership. party signing on behalf of such corporation or entity is binding upon such corporation. (h) The Holder is not subscribing for the purchase of Class A Common Units Debentures as a result of of, or subsequent to pursuant to, any advertisement, article, notice or other communication published in any newspapersnewspaper, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office radio or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office presented at any seminar or residence address changes;meeting. (i) The Holder is purchasing the Debentures for its own account for investment, and not with a view toward the resale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act. The Holder has not offered or sold any portion of the Debentures being acquired nor does not the Holder have any present intent to resell intention of dividing the Debentures with others or distribute all of selling, distributing or otherwise disposing of any part portion of the Holder’s Class A Common Units purchased Debentures either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance in violation of the 1933 Act provided, however, that by making the representations herein, Holder does not agree to hold any of the Debentures for any minimum or other specific term and reserves the right to dispose of the Debentures at any time in accordance with or pursuant to this Option;a registration statement or an exemption under the 1933 Act. Holder is neither an underwriter of, nor a dealer in, the Debentures or the Common Stock issuable upon conversion thereof or upon the payment of interest thereon and is not participating in the distribution or resale of the Debentures or the Common Stock issuable upon conversion or exercise thereof. (j) The Holder or the Holder's representatives, as the case may be, has been advised that the offer such knowledge and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Actexperience in financial, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer tax and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary business matters so as to enable the Holder to offer and/or sell utilize the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges that it has received, within a reasonable time prior information made available to the sale, Holder in connection with the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its of an investment in the Class A Common Units purchased pursuant Debentures and to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such make an informed investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor decision with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of the purchase of the Class A Common Units as contemplated by this Option, the Offering Memorandum and the Partnership Agreement, and (B) is able to bear the economic risk of the investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units; and (m) The Holder has been informed that the offer of the Class A Common Units is being made pursuant to an exemption from the registration requirements of the Securities Act, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwisethereto.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to to, and agrees with, the Partnership thatCompany as follows: (a) The Holder has been furnished with, and has carefully read the applicable form of Debenture Registration Rights Agreement, and the Debenture and is acquiring familiar with and understands the Option andterms of the Offering. With respect to tax and other economic considerations involved in his investment, if and when the Holder exercises is not relying on the OptionCompany. The Holder has carefully considered and has, will acquire any Class A Common Units purchased upon to the extent the Holder believes such exercise for discussion necessary, discussed with the Holder 's professional legal, tax, accounting and financial advisors the suitability of an investment purposes onlyin the Company, by purchasing the Debentures, for the Holder 's particular tax and financial situation and has determined that the investment being made by the Holder is a suitable investment for the Holder’s own account, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning of the Securities Act and applicable state securities law;. (b) Any subsequent sale The Holder acknowledges that all documents, records, and books pertaining to this investment which the Holder has requested have been made available for inspection or the Holder has had access thereto. (c) The Holder has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Offering and if such opportunity was taken then all such questions have been answered to the full satisfaction of the Holder. (d) The Holder will not sell, or otherwise dispose of the Debentures or the Common Stock issued upon conversion of the Debentures without registration under the 1933 Act or applicable state securities laws or compliance with an exemption therefrom including but not limited to: Rule 144A, 144 (k) (herein after referred to as an "Exemption"). The Debentures have not been registered under the 1933 Act or under the securities laws of any state. Resales of the Common Stock underlying the Debentures or issued in payment of accrued interest on the Debentures are to be registered by the Company pursuant to the terms of the Debenture Registration Rights Agreement incorporated herein and made a part hereof. (e) The Holder recognizes that an investment in the Debentures involves substantial risks, including loss of the entire amount of such Class A investment. Further, the Holder has carefully read and considered the schedules attached hereto. (f) The Holder acknowledges that each certificate representing the Debentures (and the shares of Common Units Stock issued upon conversion of the Debentures, unless registered or with an Exemption) or in payment of interest on the Debentures shall be made either pursuant to an effective stamped or otherwise imprinted with a legend substantially in the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT. If Holder sends a Notice of Conversion (See Exhibit A attached hereto), and provided a registration statement under the Securities Act or otherwise of 1933 is in compliance therewith effect as to the sale, then in such event the Company shall have its transfer agent send Holder the appropriate number of shares of Common Stock without restrictive legends (other than a legend referring to the resale registration and in all events in compliance with prospectus delivery requirements) and the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be Company is not subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors;stop transfer instructions. (g) At no time was any oral representation made If this Subscription Agreement is executed and delivered on behalf of a corporation or legal entity other than a natural person: (i) such corporation or other entity has the full legal right and power and all authority and approval required (a) to execute and deliver, or authorize execution and delivery of this Subscription Agreement and all other instruments (including, without limitation, the Holder relating to the Option Debenture Registration Rights Agreement, Irrevocable Transfer Agent Agreement, Security Agreement, Warrant Agreement and Debenture Agreements) executed and delivered by or on behalf of such corporation in connection with the purchase of any securities upon exercise thereof the Debentures and (b) to purchase and hold the Holder was not presented with or solicited by any promotional meeting or material relating to Debentures; and (ii) the Option or any securities signature of the Partnership. party signing on behalf of such corporation or entity is binding upon such corporation. (h) The Holder is not subscribing for the purchase of Class A Common Units Debentures as a result of of, or subsequent to pursuant to, any advertisement, article, notice or other communication published in any newspapersnewspaper, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office radio or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office presented at any seminar or residence address changes;meeting. (i) The Holder is purchasing the Debentures for its own account for investment, and not with a view toward the resale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act. The Holder has not offered or sold any portion of the Debentures being acquired nor does not the Holder have any present intent to resell intention of dividing the Debentures with others or distribute all of selling, distributing or otherwise disposing of any part portion of the Holder’s Class A Common Units purchased Debentures either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance in violation of the 1933 Act provided, however, that by making the representations herein, Holder does not agree to hold any of the Debentures for any minimum or other specific term and reserves the right to dispose of the Debentures at any time in accordance with or pursuant to this Option;a registration statement or an exemption under the 1933 Act. Holder is neither an underwriter of, nor a dealer in, the Debentures or the Common Stock issuable upon conversion thereof or upon the payment of interest thereon and is not participating in the distribution or resale of the Debentures or the Common Stock issuable upon conversion or exercise thereof. (j) The Holder or the Holder's representatives, as the case may be, has been advised that the offer such knowledge and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Actexperience in financial, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer tax and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary business matters so as to enable the Holder to offer and/or sell utilize the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges that it has received, within a reasonable time prior information made available to the sale, Holder in connection with the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its of an investment in the Class A Common Units purchased pursuant Debentures and to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such make an informed investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor decision with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of the purchase of the Class A Common Units as contemplated by this Option, the Offering Memorandum and the Partnership Agreement, and (B) is able to bear the economic risk of the investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units; and (m) The Holder has been informed that the offer of the Class A Common Units is being made pursuant to an exemption from the registration requirements of the Securities Act, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwisethereto.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to to, and agrees with, the Partnership thatCompany as follows: (a) The Holder has been furnished with, and has carefully read the applicable form of Debenture Registration Rights Agreement, and the Debenture and is acquiring familiar with and understands the Option andterms of the Offering. With respect to - tax and other economic considerations involved in his investment, if and when the Holder exercises is not relying on the OptionCompany. The Holder has carefully considered and has, will acquire any Class A Common Units purchased upon to the extent the Holder believes such exercise for discussion necessary, discussed with the Holder 's professional legal, tax, accounting and financial advisors the suitability of an investment purposes onlyin the Company, by purchasing the Debentures, for the Holder 's particular tax and financial situation and has determined that the investment being made by the Holder is a suitable investment for the Holder’s own account, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning of the Securities Act and applicable state securities law;. (b) Any subsequent sale The Holder acknowledges that all documents, records, and books pertaining to this investment which the Holder has requested, have been made available for inspection, or the Holder has had access thereto. (c) The Holder has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Offering, and if such opportunity was taken, then all such questions have been answered to the full satisfaction of the Holder. (d) The Holder will not sell, or otherwise dispose of the Debentures or the Common Stock issued upon conversion of the Debentures without registration under the 1933 Act or applicable state securities laws or compliance with an exemption therefrom including but not limited to: Rule 144A, 144 (k), promulgated under the Securities Act of 1933 (herein after referred to as an "Exemption"). The Debentures have not been registered under the 1933 Act or under the securities laws of any state. Resales of the Common Stock underlying the Debentures or issued in payment of accrued interest on the Debentures are to be registered by the Company pursuant to the terms of the Debenture Registration Rights Agreement incorporated herein and made a part hereof. (e) The Holder recognizes that an investment in the Debentures involves substantial risks, including loss of the entire amount of such Class A investment. Further, the Holder has carefully read and considered the schedules attached hereto. (f) The Holder acknowledges that each certificate representing the Debentures (and the shares of Common Units Stock issued upon conversion of the Debentures, unless registered or with an Exemption) or in payment of interest on the Debentures shall be made either pursuant to an effective stamped or otherwise imprinted with a legend substantially in the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT. If the Holder sends a Notice of Conversion (See Exhibit A attached hereto), and provided a registration statement under the Securities Act or otherwise of 1933 is in compliance therewith effect as to the sale, then in such event the Company shall have its transfer agent send Holder the appropriate number of shares of Common Stock without restrictive legends (other than a legend referring to the resale registration and in all events in compliance with the Partnership Agreement; (cprospectus delivery requirements) This Option and all Class A Common Units purchased upon exercise hereof shall be not subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors;stop transfer instructions. (g) At no time was any oral representation made If this Subscription Agreement is executed and delivered on behalf of a corporation or legal entity other than a natural person: (i) such corporation or other entity has the full legal right and power and all authority and approval required (a) to the Holder relating to the Option execute and deliver, or authorize execution and delivery of this Subscription Agreement and all other Transaction Documents executed and delivered by or on behalf of such corporation in connection with the purchase of any securities upon exercise thereof the Debentures, and (b) to purchase and hold the Holder was not presented with or solicited by any promotional meeting or material relating to Debentures; and (ii) the Option or any securities signature of the Partnership. party signing on behalf of such corporation or entity is binding upon such corporation. (h) The Holder is not subscribing for the purchase of Class A Common Units Debentures as a result of of, or subsequent to pursuant to, any advertisement, article, notice or other communication published in any newspapersnewspaper, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office radio or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office presented at any seminar or residence address changes;meeting. (i) The Holder is purchasing the Debentures for its own account for investment, and not with a view toward the resale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act. The Holder has not offered or sold any portion of the Debentures being acquired nor does not the Holder have any present intent to resell intention of dividing the Debentures with others or distribute all of selling, distributing or otherwise disposing of any part portion of the Holder’s Class A Common Units purchased Debentures either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance in violation of the 1933 Act provided, however, that by making the representations herein, the Holder does not agree to hold any of the Debentures for any minimum or other specific term and reserves the right to dispose of the Debentures at any time in accordance with or pursuant to this Option;a registration statement or an exemption under the 1933 Act. The Holder is neither an underwriter of, nor a dealer in, the Debentures or the Common Stock issuable upon conversion thereof or upon the payment of interest thereon and is not participating in the distribution or resale of the Debentures or the Common Stock issuable upon conversion or exercise thereof. (j) The Holder or the Holder's representatives, as the case may be, has been advised that the offer such knowledge and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Actexperience in financial, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer tax and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary business matters so as to enable the Holder to offer and/or sell utilize the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges that it has received, within a reasonable time prior information made available to the sale, Holder in connection with the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its of an investment in the Class A Common Units purchased pursuant Debentures and to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such make an informed investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor decision with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of the purchase of the Class A Common Units as contemplated by this Option, the Offering Memorandum and the Partnership Agreement, and (B) is able to bear the economic risk of the investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units; and (m) The Holder has been informed that the offer of the Class A Common Units is being made pursuant to an exemption from the registration requirements of the Securities Act, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwisethereto.

Representations and Warranties of the Holder. The Holder represents and warrants to the Partnership that: (a) The Holder is acquiring the Option and, if and when the Holder exercises the Option, will acquire any Class A Common Units purchased upon such exercise for investment purposes only, for the Holder’s own account, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning of the Securities Act and applicable state securities law; (b) Any subsequent sale of any such Class A Common Units shall be made either pursuant to an effective registration statement under the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Act, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable the Holder to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November December 10, 2008 2009 and the Xxxxxxx Bros. Holdings, L.P. Annual Report as of and for the Year Ended December 31, 2009, each as provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering MemorandumDocuments”) ), and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of the purchase of the Class A Common Units as contemplated by this Option, the Offering Memorandum Documents and the Partnership Agreement, and (B) is able to bear the economic risk of the investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units; and (m) The Holder has been informed that the offer of the Class A Common Units is being made pursuant to an exemption from the registration requirements of the Securities Act, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwise.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to to, and agrees with, the Partnership thatCompany as follows: (a) The Holder has been furnished with, and has carefully read the applicable form of Debenture Registration Rights Agreement, and the Debenture and is acquiring familiar with and understands the Option andterms of the Offering. With respect to tax and other economic considerations involved in his investment, if and when the Holder exercises is not relying on the OptionCompany. The Holder has carefully considered and has, will acquire any Class A Common Units purchased upon to the extent the Holder believes such exercise for discussion necessary, discussed with the Holder 's professional legal, tax, accounting and financial advisors the suitability of an investment purposes onlyin the Company, by purchasing the Debentures, for the Holder 's particular tax and financial situation and has determined that the investment being made by the Holder is a suitable investment for the Holder’s own account, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning of the Securities Act and applicable state securities law;. (b) Any subsequent sale The Holder acknowledges that all documents, records, and books pertaining to this investment which the Holder has requested, have been made available for inspection, or the Holder has had access thereto. (c) The Holder has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Offering, and if such opportunity was taken, then all such questions have been answered to the full satisfaction of the Holder. (d) The Holder will not sell, or otherwise dispose of the Debentures or the Common Stock issued upon conversion of the Debentures without registration under the 1933 Act or applicable state securities laws or compliance with an exemption therefrom including but not limited to: Rule 144A, 144 (k), promulgated under the Securities Act of 1933 (herein after referred to as an "Exemption"). The Debentures have not been registered under the 1933 Act or under the securities laws of any state. Resales of the Common Stock underlying the Debentures or issued in payment of accrued interest on the Debentures are to be registered by the Company pursuant to the terms of the Debenture Registration Rights Agreement incorporated herein and made a part hereof. (e) The Holder recognizes that an investment in the Debentures involves substantial risks, including loss of the entire amount of such Class A investment. Further, the Holder has carefully read and considered the schedules attached hereto. (f) The Holder acknowledges that each certificate representing the Debentures (and the shares of Common Units Stock issued upon conversion of the Debentures, unless registered or with an Exemption) or in payment of interest on the Debentures shall be made either pursuant to an effective stamped or otherwise imprinted with a legend substantially in the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT. If the Holder sends a Notice of Conversion (See Exhibit A attached hereto), and provided a registration statement under the Securities Act or otherwise of 1933 is in compliance therewith effect as to the sale, then in such event the Company shall have its transfer agent send Holder the appropriate number of shares of Common Stock without restrictive legends (other than a legend referring to the resale registration and in all events in compliance with the Partnership Agreement; (cprospectus delivery requirements) This Option and all Class A Common Units purchased upon exercise hereof shall be not subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors;stop transfer instructions. (g) At no time was any oral representation made If this Subscription Agreement is executed and delivered on behalf of a corporation or legal entity other than a natural person: (i) such corporation or other entity has the full legal right and power and all authority and approval required (a) to the Holder relating to the Option execute and deliver, or authorize execution and delivery of this Subscription Agreement and all other Transaction Documents executed and delivered by or on behalf of such corporation in connection with the purchase of any securities upon exercise thereof the Debentures, and (b) to purchase and hold the Holder was not presented with or solicited by any promotional meeting or material relating to Debentures; and (ii) the Option or any securities signature of the Partnership. party signing on behalf of such corporation or entity is binding upon such corporation. (h) The Holder is not subscribing for the purchase of Class A Common Units Debentures as a result of of, or subsequent to pursuant to, any advertisement, article, notice or other communication published in any newspapersnewspaper, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office radio or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office presented at any seminar or residence address changes;meeting. (i) The Holder is purchasing the Debentures for its own account for investment, and not with a view toward the resale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act. The Holder has not offered or sold any portion of the Debentures being acquired nor does not the Holder have any present intent to resell intention of dividing the Debentures with others or distribute all of selling, distributing or otherwise disposing of any part portion of the Holder’s Class A Common Units purchased Debentures either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance in violation of the 1933 Act provided, however, that by making the representations herein, the Holder does not agree to hold any of the Debentures for any minimum or other specific term and reserves the right to dispose of the Debentures at any time in accordance with or pursuant to this Option;a registration statement or an exemption under the 1933 Act. The Holder is neither an underwriter of, nor a dealer in, the Debentures or the Common Stock issuable upon conversion thereof or upon the payment of interest thereon and is not participating in the distribution or resale of the Debentures or the Common Stock issuable upon conversion or exercise thereof. (j) The Holder or the Holder's representatives, as the case may be, has been advised that the offer such knowledge and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Actexperience in financial, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer tax and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary business matters so as to enable the Holder to offer and/or sell utilize the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges that it has received, within a reasonable time prior information made available to the sale, Holder in connection with the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its of an investment in the Class A Common Units purchased pursuant Debentures and to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such make an informed investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor decision with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of the purchase of the Class A Common Units as contemplated by this Option, the Offering Memorandum and the Partnership Agreement, and (B) is able to bear the economic risk of the investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units; and (m) The Holder has been informed that the offer of the Class A Common Units is being made pursuant to an exemption from the registration requirements of the Securities Act, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwisethereto.

Representations and Warranties of the Holder. The In consideration of the Company's acceptance of the Subscription and issuance of this Warrant, Holder represents makes the following representations and warrants warranties to the Partnership thatCompany, to its principals, and to participating broker-dealers, if any, jointly and severally, which warranties and representations shall survive the exercise, whole or partial, of this Warrant: (a) The Holder is acquiring has had the Option andopportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify Holder's understanding of the terms thereof and of the Company's business and status thereof, if and when that no oral information furnished to the undersigned or its advisors in connection with this Warrant has been in any way inconsistent with other documentary information provided. (b) Holder exercises acknowledges that Holder has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the OptionShares. (c) When purchased, the Shares will acquire any Class A Common Units be purchased upon such exercise for Holder's own account for long-term investment purposes only, for the Holder’s own account, and not with a view to immediately re-sell the Shares. No other person or an intent to sellentity will have any direct or indirect beneficial interest in, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning of the Securities Act and applicable state securities law; (b) Any subsequent sale of any such Class A Common Units shall be made either pursuant to an effective registration statement under the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreementright to, the Shares. Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Act, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable the Holder to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant agents or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has advisors have such knowledge and experience in financial and business matters such that will enable me to utilize the information made available to Holder in connection with the purchase of the Shares to evaluate the merits and risks thereof and to make an informed investment decision. (d) Holder acknowledges that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or qualified under the California Securities Law, or any other applicable blue sky laws, in reliance, in part, on its representations, warranties and agreements made herein. (e) Other than the rights specifically set forth in the Subscription, the Rights Agreement and this Warrant, Holder represents, warrants and agrees that the Company and the officers of the Company (the "COMPANY'S OFFICERS") are under no obligation to register or qualify the Shares under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification. (f) Holder represents that Holder meets the criteria for participation because (i) Holder has a preexisting personal or business relationship with the Company or one or more of its partners, officers, directors or controlling persons or (ii) by reason of Holder's business or financial experience, or by reason of the business or financial experience of Holder's financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, Holder is capable of evaluating the risk and merits and risks of the purchase of the Class A Common Units as contemplated by this Option, the Offering Memorandum and the Partnership Agreement, and (B) is able to bear the economic risk of the an investment in the Class A Common Units purchased pursuant to this Option for an indefinite period Shares and of time and can afford to suffer a complete loss protecting its own interests; AND (i) Holder has minimum net worth in excess of $1,000,000, or (ii) Holder has income in excess of $200,000 or joint income with Holder's spouse in excess of $300,000 in each of the investment two most recent years, and Holder, or Holder with his or her spouse, has a reasonable expectation of reaching the same income level in such Class A Common Unitsthe current year; andor (miii) The Holder is a director or executive officer of the Company; or (iv) If a trust, the trust has been informed total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the Shares and the purchase was directed by a sophisticated person as described in 7 CFR Sec. 230.506(b)(2)(ii); or (v) If a corporation or partnership, the corporation or partnership has total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the Shares; or (vi) If an entity, all of the equity owners meet the criteria for participation set forth in this Paragraph 2(f). (g) Holder understands that the offer of Shares are illiquid, and until registered with the Class A Common Units is being made pursuant to Securities Exchange Commission or an exemption from registration becomes available, cannot be readily sold as there will not be a public market for them and that Holder may not be able to sell or dispose of the registration requirements Shares, or to utilize the Shares as collateral for a loan. Holder must not purchase the Shares unless Holder has liquid assets sufficient to assure myself that such purchase will cause me no undue financial difficulties and that Holder can still provide for its current and possible personal contingencies, and that the commitment herein for the Shares, combined with other investments of Holder, is reasonable in relation to Holder's net worth. (h) Holder understands that any right to transfer the Shares will be restricted against unless the transfer is not in violation of the Securities Act, relating to transactions by an issuer not involving a public offeringthe California Securities Law, and thatany other applicable state securities laws (including investment suitability standards), consequentlythat the Company will not consent to a transfer of the Shares unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer. (i) Holder has been advised to consult with an attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of purchasing the Shares, and has done so, to the extent Holder considers necessary. (j) Holder acknowledges that the tax consequences to it of investing in the Company will depend on particular circumstances, and neither the Company, the materials relating Company's Officers, any other investors, nor the partners, shareholders, members, managers, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to Holder of an investment in the Company. Holder will look solely to and rely upon its own advisers with respect to the offer have not been subject tax consequences of this investment (k) All information which Holder has provided to review the Company concerning myself, my financial position and comment by the staff my knowledge of financial and business matters is truthful, accurate, correct and complete as of the Securities and Exchange Commission or any other governmental authority in the United States or otherwisedate set forth herein.

Representations and Warranties of the Holder. The Holder represents and warrants to the Partnership that: (a) The Holder is acquiring 5.1 it has the Option andauthority to enter into the transactions and consummate the transactions contemplated herein and such transactions shall not contravene any contractual, if and when the Holder exercises the Optionregulatory, will acquire any Class A Common Units purchased upon such exercise for investment purposes only, for statutory or other obligation or restriction applicable to the Holder’s own account; 5.2 this Agreement has been duly and validly authorized, executed and delivered by the Holder, and not shall constitute a legal, valid, and binding obligation of the Holder, enforceable against it in accordance with a view to or an intent to sellits terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or to offer for resale similar laws affecting the enforcement of creditors’ rights generally and general equitable principles whether in connection with any unregistered distribution, all a proceeding in equity or any portion of such securities at law; 5.3 it is an “accredited investor” within the meaning of the Securities Act and applicable state securities law; (b) Any subsequent sale Rule 501 of any such Class A Common Units shall be made either pursuant to an effective registration statement under the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option have not been registered Regulation D promulgated under the Securities Act, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable the Holder to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges that 5.4 it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has sufficient knowledge and experience in financial and business matters such that so as to be capable of bearing the Holder economic risks of participation in this Agreement, and it is capable of evaluating the merits and risks of participating in this Agreement, including any risks associated with surrendering certain rights related to the purchase Warrant; 5.5 it has received any and all information requested by the Holder for the Holder to make a decision to enter into this Agreement and the transactions contemplated hereby. The Holder has had an opportunity to discuss the Company’s business, management and financial affairs with the Company and its representatives and has had the opportunity to review the Company’s operations. The Holder has also had a full opportunity to ask questions of and receive answers from the Company and its management in connection with the transactions contemplated hereby. Except as expressly set forth in this Agreement, the Holder acknowledges and agrees that the Company has made no other representation or warranty regarding the operations, business, prospects or condition (financial or otherwise) of the Class A Common Units as contemplated Company or its affiliates; 5.6 it acknowledges that it is not relying, and has not relied, upon any statement, advice (whether legal, tax, financial, accounting or other), representation or warranty made by this Optionany entity or person including, without limitation, the Offering Memorandum and Company or any of its affiliates or representatives, Lazard Frères & Co. LLC or Lazard Capital Markets LLC, except for (a) the Partnership Agreementpublicly available filings made by the Company with the Commission under the Exchange Act, and (Bb) the statements, representations and warranties made by the Company in this Agreement; 5.7 it is able to bear the economic risk sole legal and beneficial owner of the investment Warrant, and has good, valid and marketable title to the Warrant, free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto. It has not, in whole or in part, (a) assigned, transferred, hypothecated, pledged or otherwise disposed of the Warrant or its rights in the Class A Common Units purchased pursuant Warrant, or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common UnitsWarrant; and (m) The Holder has been informed that the offer 5.8 it is not an affiliate of the Class A Common Units Company as such term is being made pursuant to an exemption from the registration requirements of defined in Rule 144 promulgated under the Securities Act, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwise.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Partnership Company that: (a) The Holder is acquiring a legal person duly organized, validly existing and in good standing under the Option and, if and when the Holder exercises the Option, will acquire any Class A Common Units purchased upon such exercise for investment purposes only, for the Holder’s own account, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion laws of such securities within the meaning its jurisdiction of the Securities Act and applicable state securities lawits organization; (b) Any subsequent sale all actions on the part of any Holder necessary for the authorization, execution and delivery of this Agreement, and the performance of all obligations hereunder, have been taken on or prior to the date hereof; this Agreement is validly authorized, executed and delivered by Holder and constitutes the legal, valid and binding obligations of Holder, enforceable against Holder in accordance with its terms, except as such Class A Common Units shall enforcement may be made either pursuant to an effective registration statement under limited by general principles of equity or by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the Securities Act or otherwise in compliance therewith enforcement of applicable creditors’ rights and in all events in compliance with the Partnership Agreementremedies; (c) This Option Holder is acquiring the Common Shares for its own account only and all Class A Common Units purchased upon exercise hereof shall be subject to not with view towards, or for sale in connection with, the terms hereof and of the Partnership Agreementpublic sale or distribution thereof; (d) The Holder understands Hxxxxx is an “accredited investor” as that upon exercise term is defined in Rule 501 of this Option he will be deemed by Regulation D, as promulgated under the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such mattersSecurities Act; (e) The Holder understands that the Common Shares are being issued to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and Hxxxxx’s compliance with, the representations, warranties, acknowledgements, and understandings of Holder set forth herein in order to determine the availability of such exemptions and the eligibility of Holder to acquire the Common Shares; (f) Holder and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and issuance of the Common Shares; Holder has had the opportunity to consult review the Company’s filings with counselthe Securities and Exchange Commission; Holder and its advisors, has had adequate time if any, have been afforded the opportunity to consult with ask questions of the Company; neither such counsel regarding inquiries nor any other due diligence investigations conducted by Holder or its advisors, if any, or its representatives shall modify, amend or affect Holder’s right to rely on the terms of this Option Company’s representations and the Partnership Agreement, the warranties contained herein; Holder has receivedsought such accounting, is familiar with such documents, understands the speculative legal and financial risks associated with tax advice as it has considered necessary to make an informed investment in Class A Common Units and the uncertainty decision with respect to its acquisition of the Partnership’s future operationsCommon Shares; Holder is relying solely on its own accounting, legal and tax advisors, and does not desire on any additional information statements of the Company or any of its agents or representatives, for such accounting, legal and tax advice with respect to any its acquisition of the foregoing; (f) In evaluating Common Shares and the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisorstransactions contemplated by this Agreement; (g) At Holder understands that no time was United States federal or state agency or any oral representation other government or governmental agency has passed on or made to any recommendation or endorsement of the Holder relating to the Option Common Shares or the purchase of any securities upon exercise thereof and the Holder was not presented with fairness or solicited by any promotional meeting or material relating to the Option or any securities suitability of the Partnership. The Holder is not subscribing for investment nor have such authorities passed upon or endorsed the purchase merits of Class A the offering of the Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio;Shares; and (h) The Holder’s principal office or residence address is as set forth Holder understands and acknowledges that, upon its execution of this Agreement, any and all Series A Shares owned by it will be automatically cancelled, without further action on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Company or Holder has been advised that except as otherwise set forth herein, and Hxxxxx releases the offer Company from any and sale all obligations of the Class A Common Units purchased pursuant Company to this Option have not been registered Holder under the Securities Act, that Series A Shares owned by it; without limiting the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk generality of the investment in the Class A Common Units for an indefinite period of time. The preceding sentence, Holder also understands that the Partnership does not have any intention of registering the offer hereby surrenders and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable the Holder to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges waives all rights that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects in respect of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain all of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class Series A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of the purchase of the Class A Common Units as contemplated by this Option, the Offering Memorandum and the Partnership Agreement, and (B) is able to bear the economic risk of the investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units; and (m) The Holder has been informed that the offer of the Class A Common Units is being made pursuant to an exemption from the registration requirements of the Securities Act, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwiseShares.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Partnership thatCompany as follows: (a) The Holder is acquiring has full legal power to execute and deliver this Agreement and to perform its obligations hereunder. All acts required to be taken by such Holder to enter into this Agreement and to carry out the Option andtransactions contemplated hereby have been properly taken; and this Agreement constitutes a legal, if valid and when the Holder exercises the Option, will acquire any Class A Common Units purchased upon such exercise for investment purposes only, for the Holder’s own account, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion binding obligation of such securities Holder enforceable in accordance with its terms. (b) The Holder has been given an opportunity to ask questions and receive answers from the officers and directors of the Company and to obtain additional information from the Company. (c) The Holder is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Securities Act Act, as presently in effect, and applicable state securities law; (b) Any subsequent sale of any has such Class A Common Units shall be made either pursuant to an effective registration statement under the Securities Act or otherwise knowledge and experience in compliance therewith financial and in all events in compliance with the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities business matters as to be in receipt capable of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Unitsthe Company's securities and has obtained, in its judgment, sufficient information about the Holder has Company to evaluate the merits and will rely upon risks of an investment in the advice of the Holder’s own legal counsel, and tax and investment advisors;Company. (gd) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for relying solely on the purchase representations and warranties contained in Section 2 hereof and in certificates delivered hereunder in making it decision to enter into this Agreement and consummate the transactions contemplated hereby and no oral representations or warranties of Class A Common Units as a result of any kind have been made by the Company or subsequent its officers, directors, employees or agents to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio;such Holder. (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Act, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable the Holder to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (ke) The Holder acknowledges that it has received, within a reasonable time prior to been represented by independent legal counsel in the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership preparation of this Agreement. The Holder represents that it has been given the opportunity to obtain any information or documentsconsulted with independent legal counsel and/or tax, financial and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option andadvisors, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The deemed necessary, and Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability acknowledge that this Agreement may have adverse tax consequence for the Holder, including the tax . Each party and other economic considerations related to the investment. The Holder’s decision to invest its counsel cooperated in the Partnership is entirely the investment decision drafting and responsibility preparation of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated documents referred to herein; (l) The Holder (A) has knowledge , and experience in financial any and business matters such that all drafts relating thereto shall be deemed the Holder is capable of evaluating the merits and risks work product of the purchase parties and may not be construed against any party by reason of its preparation. Accordingly, any rule of law, including but not limited to any decision that would require interpretation of any ambiguities in this Agreement against the party that drafted it, is of no application and is hereby expressly waived. The provisions of this Agreement shall be construed as a whole and in accordance with its fair meaning to affect the intentions of the Class A Common Units as contemplated by parties and this Option, the Offering Memorandum and the Partnership Agreement, and (B) is able to bear the economic risk of the investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units; and (m) The Holder has been informed that the offer of the Class A Common Units is being made pursuant to an exemption from the registration requirements of the Securities Act, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwise.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to to, and agrees with, the Partnership thatCompany as follows: (a) The Holder has been furnished with, and has carefully read the applicable form of Debenture Registration Rights Agreement, and the Debenture and is acquiring familiar with and understands the Option andterms of the Offering. With respect to tax and other economic considerations involved in his investment, if and when the Holder exercises is not relying on the OptionCompany. The Holder has carefully considered and has, will acquire any Class A Common Units purchased upon to the extent the Holder believes such exercise for discussion necessary, discussed with the Holder 's professional legal, tax, accounting and financial advisors the suitability of an investment purposes onlyin the Company, by purchasing the Debentures, for the Holder 's particular tax and financial situation and has determined that the investment being made by the Holder is a suitable investment for the Holder’s own account, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning of the Securities Act and applicable state securities law;. (b) Any subsequent sale The Holder acknowledges that all documents, records, and books pertaining to this investment which the Holder has requested have been made available for inspection or the Holder has had access thereto. (c) The Holder has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Offering and if such opportunity was taken then all such questions have been answered to the full satisfaction of the Holder. (d) The Holder will not sell, or otherwise dispose of the Debentures or the Common Stock issued upon conversion of the Debentures without registration under the 1933 Act or applicable state securities laws or compliance with an exemption therefrom including but not limited to: Rule 144A, 144 (k) (herein after referred to as an "Exemption"). The Debentures have not been registered under the 1933 Act or under the securities laws of any state. Resales of the Common Stock underlying the Debentures or issued in payment of accrued interest on the Debentures are to be registered by the Company pursuant to the terms of the Debenture Registration Rights Agreement incorporated herein and made a part hereof. (e) The Holder recognizes that an investment in the Debentures involves substantial risks, including loss of the entire amount of such Class A investment. Further, the Holder has carefully read and considered the schedule entitled Litigation matters attached hereto as Schedule 3(h). (f) The Holder acknowledges that each certificate representing the Debentures (and the shares of Common Units Stock issued upon conversion of the Debentures, unless registered or with an Exemption) or in payment of dividends on the Debentures shall be made either pursuant to an effective stamped or otherwise imprinted with a legend substantially in the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT. If Holder sends a Notice of Conversion (See Exhibit A attached hereto), and provided a registration statement under the Securities Act or otherwise of 1933 that is in compliance therewith effect as to the sale, then in such event the Company shall have its transfer agent send Holder the appropriate number of shares of Common Stock without restrictive legends and in all events in compliance with the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be Company is not subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors;stop transfer instructions. (g) At no time was any oral representation made If this Subscription Agreement is executed and delivered on behalf of a corporation: (i) such corporation has the full legal right and power and all authority and approval required (a) to execute and deliver, or authorize execution and delivery of this Subscription Agreement and all other instruments (including, without limitation, the Holder relating to the Option Debenture Registration Rights Agreement, Irrevocable Transfer Agent Agreement, Security Agreement, Warrant Agreement and Debenture Agreements) executed and delivered by or on behalf of such corporation in connection with the purchase of any securities upon exercise thereof the Debentures and (b) to purchase and hold the Holder was not presented with or solicited by any promotional meeting or material relating to Debentures; and (ii) the Option or any securities signature of the Partnership. party signing on behalf of such corporation is binding upon such corporation. (h) The Holder is not subscribing for the purchase of Class A Common Units Debentures as a result of of, or subsequent to pursuant to, any advertisement, article, notice or other communication published in any newspapersnewspaper, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office radio or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office presented at any seminar or residence address changes;meeting. (i) The Holder is purchasing the Debentures for its own account for investment, and not with a view toward the resale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act. The Holder has not offered or sold any portion of the Debentures being acquired nor does not the Holder have any present intent to resell intention of dividing the Debentures with others or distribute all of selling, distributing or otherwise disposing of any part portion of the Holder’s Class A Common Units purchased Debentures either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance in violation of the 1933 Act provided, however, that by making the representations herein, Holder does not agree to hold any of the Debentures for any minimum or other specific term and reserves the right to dispose of the Debentures at any time in accordance with or pursuant to this Option;a registration statement or an exemption under the 1933 Act. Holder is neither an underwriter of, nor a dealer in, the Debentures or the Common Stock issuable upon conversion thereof or upon the payment of dividends thereon and is not participating in the distribution or resale of the Debentures or the Common Stock issuable upon conversion or exercise thereof. (j) The Holder or the Holder's representatives, as the case may be, has been advised that the offer such knowledge and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Actexperience in financial, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer tax and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary business matters so as to enable the Holder to offer and/or sell utilize the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges that it has received, within a reasonable time prior information made available to the sale, Holder in connection with the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its of an investment in the Class A Common Units purchased pursuant Debentures and to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such make an informed investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor decision with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of the purchase of the Class A Common Units as contemplated by this Option, the Offering Memorandum and the Partnership Agreement, and (B) is able to bear the economic risk of the investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units; and (m) The Holder has been informed that the offer of the Class A Common Units is being made pursuant to an exemption from the registration requirements of the Securities Act, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwisethereto.

Representations and Warranties of the Holder. The In connection with the transactions contemplated by this Note, the Holder represents and warrants to the Partnership thatCompany, as of the Date of Issuance and the Maturity Date, as follows: (a) The Holder acknowledges that this Note is acquiring made with the Option andHolder in reliance upon the Holder's representation to the Company, which the Holder hereby confirms by executing this Note, that this Note and the Company Shares, if and when the Holder exercises the Optionacquired, will acquire any Class A Common Units purchased upon such exercise be acquired for investment purposes only, for the Holder’s 's own account, not as a nominee or agent (unless otherwise specified on the Holder's signature page hereto), and not with a view to the resale or an intent to selldistribution of any part thereof, and that the Holder has no present intention of selling, granting any participation in, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within otherwise distributing the meaning of the Securities Act and applicable state securities law; (b) Any subsequent sale of any such Class A Common Units shall be made either pursuant to an effective registration statement under the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of same. By executing this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership AgreementNote, the Holder has received, is familiar with such documents, understands further represents that the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent contract, undertaking, agreement or arrangement with any person to resell sell, transfer or distribute all grant participations to such person or to any part of third person, with respect to the Holder’s Class A Common Units purchased pursuant to this Option;Company Shares. (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Act, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable the Holder to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (kb) The Holder acknowledges that it has received, within a reasonable time prior received all the information it considers necessary or appropriate to enable it to make an informed decision concerning an investment in the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership AgreementCompany Shares. The Holder further represents that it has been given the had an opportunity to obtain any information or documents, and to ask questions and receive answers about such documentsfrom the Company regarding the Company, the Partnershipits business, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, Company Shares. The Holder confirms that the transactions to be consummated pursuant Company has not given any guarantee or representation as to the terms potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its an investment in the Class A Common Units purchased pursuant Company Shares. In deciding to this Option andpurchase the Company Shares, to the extent it has asked such questions or requested such informationif applicable, the Partnership Holder is not relying on the advice or recommendations of the Company and has answered such questions and supplied such information to made its own independent decision that the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby Company Shares is suitable and its suitability appropriate for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges understands that it no federal, provincial or state agency, in any domestic or foreign jurisdiction, has independently and without reliance passed upon the Partnership merits or risks of an investment in the General PartnerCompany Shares or made any finding or determination concerning the fairness or advisability of such investment. (c) The Holder is able to fend for itself, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of can bear the likelihood of success economic risk of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has such knowledge and experience in financial and or business matters such that the Holder it is capable of evaluating the merits and risks of the purchase investment in the Company Shares. 49039808;4 (d) The Holder is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Class A Common Units as contemplated Securities Act and section 2.3 of National Instrument 45-106 – Registration Exemptions. The Holder agrees to furnish any additional information requested by the Company or any of its affiliates to assure compliance with Canadian securities laws and applicable U.S. federal and state securities laws in connection with the Company Shares. (e) The Holder understands that this OptionNote and the Company Shares have not been, and will not be, registered or qualified under applicable securities law, by reason of specific exemptions from the registration or qualification provisions thereof which depend upon, among other things, the Offering Memorandum and the Partnership Agreement, and (B) is able to bear the economic risk bona fide nature of the investment in intent and the Class A Common Units purchased accuracy of the Holder's representations as expressed herein. The Holder understands that the Company Shares are "restricted securities" under U.S. federal and applicable state securities laws and that, pursuant to these laws, the Holder must hold the Company Shares indefinitely unless they are registered in accordance with all applicable law, or an exemption from such registration and qualification requirements is available. The Holder acknowledges that the Company has no obligation to register or qualify this Option Note or the Company Shares for resale or to file for or comply with any exemption from registration or prospectus requirements and further acknowledges that, if an indefinite period of exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and can afford manner of sale, the holding period for this Note or the Company Shares, and on requirements relating to suffer a complete loss the Company which are outside of the investment in such Class A Common Units; andHolder's control, and which the Company is under no obligation, and may not be able, to satisfy. (mf) The Holder has been informed that the offer of the Class A Common Units is being made pursuant to an exemption from the registration requirements of the Securities Act, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority resides in the United States state or otherwiseprovince identified in the address shown on the Holder's signature page hereto.

Representations and Warranties of the Holder. The Each Holder represents and warrants to the Partnership thatCompany, as of the date hereof, as follows: (a) The Such Holder is acquiring the Option andshares of Common Stock, if the Amended and when Restated Warrants and the Holder exercises Payment Warrants (together, the Option, will acquire any Class A Common Units purchased upon “Securities”) for such exercise for investment purposes only, for the Holder’s own account, as principal, for investment purposes only and not with a view any intention to resell, distribute or otherwise dispose of the Securities, as the case may be, in whole or in part. (b) Such Holder has had an intent unrestricted opportunity to: (i) obtain information concerning the Securities, the Company and its proposed and existing business and assets; and (ii) ask questions of, and receive answers from the Company concerning the terms and conditions of the Securities and to sellobtain such additional information as may have been necessary to verify the accuracy of the information contained in the this Agreement or otherwise provided. (c) At the time such Holder was offered Securities, it was, at the date hereof it is, and on each date on which such Holder exercises the Amended and Restated Warrants or to offer for resale in connection with any unregistered distributionPayment Warrants, all or any portion of such securities Holder will be an Accredited Investor, within the meaning of the Securities Act and applicable state securities law; (b) Any subsequent sale Rule 501 of any such Class A Common Units shall be made either pursuant to an effective registration statement under the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid thereforRegulation D, and further understands has such knowledge and experience in financial and business matters that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice he is capable of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment investing in Class A Common Unitsthe Company, and all information that such Holder has provided concerning such Holder, such Holder’s financial position and knowledge of financial and business matters is true, correct and complete. Such Holder acknowledges and understands that the Company will rely on the information provided by such Holder in this Agreement and in the Holder Questionnaire annexed as Exhibit A to such Holder’s Subscription Agreement for purposes of complying with federal and applicable state securities laws. Such Holder hereby represents that neither such Holder nor any of its Rule 506(d) Related Parties is a “bad actor” within the meaning of Rule 506(d) promulgated under the Securities Act. For purposes of this Agreement, “Rule 506(d) Related Party” shall mean a person or entity covered by the “Bad Actor disqualification” provision of Rule 506(d) of the Securities Act. (d) Except as otherwise disclosed in writing by such Holder to the Company, such Holder has not dealt with a broker in connection with the issuance of the Securities and will rely upon agrees to indemnify and hold the Company and its officers and directors harmless from any claims for brokerage or fees in connection with the transactions contemplated herein. (e) Such Holder is not relying on the Company or any of its management, officers or employees with respect to any legal, investment or tax considerations involved in the purchase, ownership and disposition of the Securities. Such Holder has relied solely on the advice of, or has consulted with, in regard to the legal, investment and tax considerations involved in the purchase, ownership and disposition of the Securities, such Holder’s own legal counsel, business and/or investment adviser, accountant and tax and investment advisors;adviser. (gf) At no time was any oral representation made to Such Holder understands that the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option Securities, or any securities received upon exercise of the Partnership. The Holder is Amended and Restated Warrants or Payment Warrants, cannot subscribing be sold, assigned, transferred, exchanged, hypothecated or pledged, or otherwise disposed of or encumbered except in accordance with the Securities Act of 1933, as amended (the “Securities Act”) or the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and that a market may never exist for the purchase resale of Class A Common Units as a result of or subsequent to any advertisementsuch securities. In addition, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on such Holder understands that the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all Securities or any part securities received upon exercise of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer Amended and sale of the Class A Common Units purchased pursuant to this Option Restated Warrants or Payment Warrants, have not been registered under the Securities Act, that or under any applicable state securities or blue sky laws or the Class A Common Units may laws of any other jurisdiction, and cannot be offered, sold resold unless they are so registered or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available available. Such Holder understands that there is no current plan to register the Securities or any securities received upon exercise of the Amended and that accordingly it may be required Restated Warrants or Payment Warrants. (g) Such Holder is willing and able to bear the economic risk and other risks of the an investment in the Class A Common Units Company for an indefinite period of time. Such Holder has read and understands the provisions of this Agreement. (h) Such Holder maintains such Holder’s domicile, and is not merely a transient or temporary resident, at the residence address shown on the signature page hereto. (i) If such Holder is an entity, such Holder is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, as the case may be. Such Holder has all requisite power and authority to own its properties, to carry on its business as presently conducted, to enter into and perform the agreements, documents and instruments executed, delivered and/or contemplated hereby (collectively, the “Transaction Documents”) to which it is a party and to carry out the transactions contemplated hereby and thereby. The Transaction Documents are valid and binding obligations of such Holder, enforceable against it in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws, from time to time in effect, which affect enforcement of creditors’ rights generally. If applicable, the execution, delivery and performance of the Transaction Documents to which it is a party have been duly authorized by all necessary action of such Holder. The execution, delivery and performance of the Transaction Documents and the performance of any transactions contemplated by the Transaction Documents will not: (i) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under any contract or obligation to which such Holder also understands is a party or by which it or its assets are bound, or any provision of its organizational documents (if an entity), or cause the creation of any lien or encumbrance upon any of the assets of such Holder; (ii) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by any court or other governmental agency applicable to such Holder; (iii) require from such Holder any notice to, declaration or filing with, or consent or approval of any governmental authority or other third party other than pursuant to federal or state securities or blue sky laws; or (iv) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which such Holder is a party or by which it is bound. (j) Such Holder acknowledges and agrees that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary Company intends to enable the Holder raise additional funds to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended;operate its business. (k) The Such Holder acknowledges and agrees that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment Company will have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor broad discretion with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility use of the Holder. The Holder acknowledges that it has independently and without reliance upon proceeds from the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment transactions contemplated herein;hereby. (l) The Such Holder (A) has knowledge and experience in financial and business matters such that understands the Holder is capable of evaluating the merits and various risks of the purchase of the Class A Common Units as contemplated by this Option, the Offering Memorandum and the Partnership Agreement, and (B) is able to bear the economic risk of the an investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units; and (m) The Holder has been informed that the offer of the Class A Common Units is being made pursuant to an exemption from the registration requirements of the Securities Act, relating to transactions by an issuer not involving a public offeringCompany, and that, consequently, has carefully reviewed the materials relating to various risk factors described in the offer have not been subject to review and comment by the staff of Company’s filings with the Securities and Exchange Commission or any other governmental authority in (the United States or otherwise“SEC”).

Representations and Warranties of the Holder. The Holder hereby represents and warrants to to, and agrees with, the Partnership thatCompany as follows: (a) The Holder has been furnished with, and has carefully read the applicable form of Debenture Registration Rights Agreement, and the Debenture Agreement and is acquiring familiar with and understands the Option andterms of the Offering. With --- respect to tax and other economic considerations involved in his investment, if and when the Holder exercises is not relying on the OptionCompany. The Holder has carefully considered and has, will acquire any Class A Common Units purchased upon to the extent the Holder believes such exercise for discussion necessary, discussed with the Holder 's professional legal, tax, accounting and financial advisors the suitability of an investment purposes onlyin the Company, by purchasing the Debentures, for the Holder 's particular tax and financial situation and has determined that the investment being made by the Holder is a suitable investment for the Holder’s own account, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning of the Securities Act and applicable state securities law;. (b) Any subsequent sale The Holder acknowledges that all documents, records, and books pertaining to this investment which the Holder has requested have been made available for inspection or the Holder has had access thereto. (c) The Holder has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Offering and if such opportunity was taken then all such questions have been answered to the full satisfaction of the Holder. (d) The Holder will not sell, or otherwise dispose of the Debentures or the Common Stock issued upon conversion of the Debentures without registration under the 1933 Act or applicable state securities laws or compliance with an exemption therefrom including but not limited to: Rule 144A, 144 (k) (herein after referred to as an "Exemption"). The Debentures have not been registered under the 1933 Act or under the securities laws of any state. Resales of the Common Stock underlying the Debentures or issued in payment of accrued interest on the Debentures are to be registered by the Company pursuant to the terms of the Debenture Registration Rights Agreement incorporated herein and made a part hereof. (e) The Holder recognizes that an investment in the Debentures involves substantial risks, including loss of the entire amount of such Class A investment. Further, the Holder has carefully read and considered the schedule entitled Litigation matters attached hereto as Schedule 3(h). (f) The Holder acknowledges that each certificate representing the Debentures (and the shares of Common Units Stock issued upon conversion of the Debentures, unless registered or with an Exemption) or in payment of dividends on the Debentures shall be made either pursuant to an effective stamped or otherwise imprinted with a legend substantially in the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT. If Holder sends a Notice of Conversion (See Exhibit A attached hereto), and provided a registration statement under the Securities Act or otherwise of 1933 that is in compliance therewith effect as to the sale, then in such event the Company shall have its transfer agent send Holder the appropriate number of shares of Common Stock without restrictive legends and in all events in compliance with the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be Company is not subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors;stop transfer instructions. (g) At no time was any oral representation made If this Subscription Agreement is executed and delivered on behalf of a corporation: (i) such corporation has the full legal right and power and all authority and approval required (a) to execute and deliver, or authorize execution and delivery of this Subscription Agreement and all other instruments (including, without limitation, the Holder relating to the Option Debenture Registration Rights Agreement, Irrevocable Transfer Agent Agreement, Security Agreement, Warrant Agreement and Debenture Agreements) executed and delivered by or on behalf of such corporation in connection with the purchase of any securities upon exercise thereof the Debentures and (b) to purchase and hold the Holder was not presented with or solicited by any promotional meeting or material relating to Debentures; and (ii) the Option or any securities signature of the Partnership. party signing on behalf of such corporation is binding upon such corporation. (h) The Holder is not subscribing for the purchase of Class A Common Units Debentures as a result of of, or subsequent to pursuant to, any advertisement, article, notice or other communication published in any newspapersnewspaper, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office radio or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office presented at any seminar or residence address changes;meeting. (i) The Holder is purchasing the Debentures for its own account for investment, and not with a view toward the resale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act. The Holder has not offered or sold any portion of the Debentures being acquired nor does not the Holder have any present intent to resell intention of dividing the Debentures with others or distribute all of selling, distributing or otherwise disposing of any part portion of the Holder’s Class A Common Units purchased Debentures either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance in violation of the 1933 Act provided, however, that by making the representations herein, Holder does not agree to hold any of the Debentures for any minimum or other specific term and reserves the right to dispose of the Debentures at any time in accordance with or pursuant to this Option;a registration statement or an exemption under the 1933 Act. Holder is neither an underwriter of, nor a dealer in, the Debentures or the Common Stock issuable upon conversion thereof or upon the payment of dividends thereon and is not participating in the distribution or resale of the Debentures or the Common Stock issuable upon conversion or exercise thereof. (j) The Holder or the Holder's representatives, as the case may be, has been advised that the offer such knowledge and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Actexperience in financial, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer tax and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary business matters so as to enable the Holder to offer and/or sell utilize the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges that it has received, within a reasonable time prior information made available to the sale, Holder in connection with the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its of an investment in the Class A Common Units purchased pursuant Debentures and to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such make an informed investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor decision with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of the purchase of the Class A Common Units as contemplated by this Option, the Offering Memorandum and the Partnership Agreement, and (B) is able to bear the economic risk of the investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units; and (m) The Holder has been informed that the offer of the Class A Common Units is being made pursuant to an exemption from the registration requirements of the Securities Act, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwisethereto.

Representations and Warranties of the Holder. The Holder represents and warrants to the Partnership that: (a) The Holder is acquiring has received and reviewed such information about the Option andCompany’s business and proposed business, if assets, financial condition, management, risks relating to the Company and when the Holder exercises business and proposed business in which the Option, will acquire any Class A Common Units purchased upon such exercise for investment purposes only, for the Holder’s own accountCompany conducts its operations, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within other information regarding the meaning acquisition of the Securities Act Warrant as Holder has (in consultation with such advisors as Holder has deemed appropriate) determined to be necessary or appropriate in the circumstances; and applicable state securities law;further acknowledges that Holder or its representatives have been afforded the opportunity to ask such questions as Holder or its representatives have deemed necessary. (b) Any subsequent sale of any such Class A Common Units shall be made either pursuant to an effective registration statement under the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands Xxxxxx acknowledges that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder it has had the opportunity to consult with counselits legal, has had adequate time to consult with such counsel financial, accounting, tax, and investment advisers regarding the terms of this Option Xxxxxx’s personal circumstances and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnershipadvisability of Xxxxxx’s future operations, and does not desire any additional information with respect to any proposed receipt of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Act, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable the Holder to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, Warrant to the extent it that Xxxxxx has asked determined such questions or requested such information, the Partnership has answered such questions and supplied such information consultation to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The be appropriate. (c) Holder has consulted its own attorneysuch knowledge, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has knowledge sophistication and experience in business and financial and business matters such that the Holder is so as to be capable of evaluating the merits and risks of the purchase of prospective investment in the Class A Common Units as contemplated by this Option, the Offering Memorandum Warrant and the Partnership Agreementshares underlying the Warrant, having been represented by advisors to the extent it deemed appropriate, and (B) has so evaluated the merits and risks of such investment and is able to bear the economic risk of such investment and, at the investment in the Class A Common Units purchased pursuant present time, is able to this Option for an indefinite period of time and can afford to suffer a complete loss of such investment. (d) Xxxxxx acknowledges that the Warrant nor any of the shares underlying the Warrant have been registered under the Securities Act of 1933, as amended (the “1933 Act”), or under any state securities or “blue sky” laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the 1933 Act and, if Holder is not a U.S. Person, the Company will rely on Rule 903 of Regulation S as an exemption from registration under the 1933 Act for the issuance of the Warrant and the shares underlying the Warrant. (e) If the Holder is not a U.S. Person, Xxxxxx is outside the United States when receiving and executing this Warrant Agreement and Holder is resident in the jurisdiction set out beneath the Holder’s signature to this Warrant Agreement. (f) Holder has not acquired the Warrant as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the 1933 Act) in the United States in respect of the Warrant or any shares underlying the Warrant which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Warrant or the shares underlying the Warrant. (g) If Holder is not a U.S. Person, Xxxxxx acknowledges and agrees that the Warrant and the shares underlying the Warrant may not be offered or sold to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor) prior to the end of the expiration of a period of one year after the Date of Grant. (h) If Holder is not a U.S. Person, Holder is not acquiring the Warrant for the account or benefit of, directly or indirectly, any U.S. Person. (i) Holder is acquiring the Warrant as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Class A Common Units; andWarrant. (mj) The Holder has been informed that Xxxxxx agrees to resell the offer shares underlying the Warrant only in accordance with the provisions of Regulation S, pursuant to registration under the Class A Common Units is being made 1933 Act, pursuant to an available exemption from registration, in accordance with applicable state or provincial securities laws, in accordance with securities laws of the International Jurisdiction (as defined below), and the Company has received an opinion of legal counsel or other evidence reasonably satisfactory to the Company that an exemption is available for such sale. (k) Xxxxxx agrees not to engage in hedging transactions with regard to such securities unless in compliance with the 1933 Act. (l) The Company will refuse to register any transfer of the Warrant or any shares underlying the Warrant not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities 1933 Act. (m) If Holder is not a U.S. Person, relating Holder acknowledges that the statutory and regulatory basis for the exemption claimed for the grant of the Warrant, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to transactions by an issuer not involving a public offeringevade the registration provisions of the 1933 Act. (n) Neither the Warrant nor the shares underlying the Warrant are listed on any stock exchange and no representation has been made to the Holder that that the Warrant nor the shares underlying the Warrant will become listed on any stock exchange. (o) Holder is knowledgeable of, and that, consequentlyor has been independently advised as to, the materials relating applicable securities laws of the securities regulators having application in the jurisdiction in which Holder is resident (the “International Jurisdiction”) which would apply to the offer have not been subject to review and comment by the staff acquisition of the Securities and Exchange Commission Warrant. (p) Holder is receiving the Warrant pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, Holder is permitted to receive the Shares under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions. (q) Holder is not aware of any advertisement of the Warrant or any of the shares underlying the Warrant and is not acquiring the Warrant as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other governmental authority communications published in the United States any newspaper, magazine or otherwisesimilar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

Representations and Warranties of the Holder. The Holder represents and warrants to the Partnership that: (a) The Holder is acquiring 5.1 it has the Option andauthority to enter into the transactions and consummate the transactions contemplated herein and such transactions shall not contravene any contractual, if and when the Holder exercises the Optionregulatory, will acquire any Class A Common Units purchased upon such exercise for investment purposes only, for statutory or other obligation or restriction applicable to the Holder’s own account; 5.2 this Agreement has been duly and validly authorized, executed and delivered by the Holder, and not shall constitute a legal, valid, and binding obligation of the Holder, enforceable against it in accordance with a view to or an intent to sellits terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or to offer for resale similar laws affecting the enforcement of creditors’ rights generally and general equitable principles whether in connection with any unregistered distribution, all a proceeding in equity or any portion of such securities at law; 5.3 it is an “accredited investor” within the meaning of the Securities Act and applicable state securities law; (b) Any subsequent sale Rule 501 of any such Class A Common Units shall be made either pursuant to an effective registration statement under the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option have not been registered Regulation D promulgated under the Securities Act, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable the Holder to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges that 5.4 it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has sufficient knowledge and experience in financial and business matters such that so as to be capable of bearing the Holder economic risks of participation in this Agreement, and it is capable of evaluating the merits and risks of participating in this Agreement, including any risks associated with surrendering certain rights related to the purchase Warrant; 5.5 it has received any and all information requested by the Holder for the Holder to make a decision to enter into this Agreement and the transactions contemplated hereby. The Holder has had an opportunity to discuss the Company’s business, management and financial affairs with the Company and its representatives and has had the opportunity to review the Company’s operations. The Holder has also had a full opportunity to ask questions of and receive answers from the Company and its management in connection with the transactions contemplated hereby. Except as expressly set forth in this Agreement, the Holder acknowledges and agrees that the Company has made no other representation or warranty regarding the operations, business, prospects or condition (financial or otherwise) of the Class A Common Units as contemplated Company or its affiliates; 5.6 it acknowledges that it is not relying, and has not relied, upon any statement, advice (whether legal, tax, financial, accounting or other), representation or warranty made by this Optionany entity or person including, without limitation, the Offering Memorandum and Company or any of its affiliates or representatives, except for (a) the Partnership Agreementpublicly available filings made by the Company with the Commission under the Exchange Act, and (Bb) is able to bear the economic risk of statements, representations and warranties made by the investment Company in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common UnitsAgreement; and (m) The Holder has been informed that 5.7 it is the offer sole legal and beneficial owner of the Class A Common Units is being made pursuant to an exemption from the registration requirements of the Securities Act, relating to transactions by an issuer not involving a public offeringits Warrant, and thathas good, consequentlyvalid and marketable title to such Warrant, free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto. It has not, in whole or in part, (a) assigned, transferred, hypothecated, pledged or otherwise disposed of its Warrant or its rights in the materials relating Warrant, or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwiseWarrant.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Partnership Company that: (a) The Holder is acquiring the Option and, if and when the Holder exercises the Option, will acquire any Class A Common Units purchased upon such exercise for investment purposes only, for the Holder’s own account, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning of the Securities Act and applicable state securities law; (b) Any subsequent sale of any such Class A Common Units shall be made either pursuant to an effective registration statement under the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (d) : • The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and Stock has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Act, nor qualified under any state securities laws, and that the Class A Common Units may not be offered, it is being offered and sold or otherwise disposed of unless such offer and sale are registered thereunder or pursuant to an exemption from such registration and qualification based in part upon the Holder’s representations contained herein; the Stock is available and that accordingly it may be required being issued to bear Holder hereunder in reliance upon the economic risk exemption from such registration provided by Section 4(2) of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable for transactions by an issuer not involving any public offering, and in connection therewith, the Holder to offer and/or sell acknowledges the Class A Common Units pursuant to Holder’s status as an “accredited investor” within the meaning of Rule 144 501 promulgated under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) ; • The Holder acknowledges that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to is an “accredited investor” as such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”term is defined in Rule 501(a) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it Securities Act and has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has such knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of the purchase of the Class A Common Units as investment contemplated by this OptionXxxxx Xxxxxx, the Offering Memorandum and the Partnership Agreement, and (B) Holder is able to bear the economic risk of the this investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer Company (including a complete loss of this investment); • Except as specifically provided herein or in the Plan, the Holder has no contract, undertaking, understanding, agreement, or arrangement, formal or informal, with any person to sell, transfer, or pledge all or any portion of his Stock, and has no current plans to enter into any such contract, undertaking, understanding, agreement, or arrangement; • The Holder has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, article, or any other form of advertising or general solicitation as to the Company’s sale to the Holder of the Stock; • The Holder is familiar with the business and operations of the Company and has been afforded full and complete access to the books, financial statements, records, contracts, documents, and other information concerning the Company and its proposed activities, and has been afforded an opportunity to ask such questions of the Company’s agents, accountants, and other representatives concerning the Company’s proposed business, operations, financial condition, assets, liabilities, and other relevant matters as he has deemed necessary or desirable, and has been given all such information as has been requested, in order to evaluate the merits and risks of the investment in such Class A Common Unitscontemplated herein; and (m) • The Holder has been informed that the offer shares of Stock are restricted securities under the Securities Act and may not be resold or transferred unless the shares of Stock are first registered under the federal securities laws or unless an exemption from such registration is available; and • The Holder is prepared to hold the shares of Stock for an indefinite period and that the Holder is aware that Rule 144 as promulgated under the Securities Act, which exempts certain resales of restricted securities, is not presently available to exempt the resale of the Class A Common Units is being made pursuant to an exemption shares of Stock from the registration requirements of the Securities Act. IGLOO HOLDINGS CORPORATION HOLDER By: /s/ Xxxxx Xxxxxx /s/ Xxxx Xxxx Title: Chairman Date: September 15, relating to transactions by an issuer not involving a public offering2010 Date: September 15, and that2010 , consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwise.20 Igloo Holdings Corporation Attn: [ ]

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Partnership Company that: (a) The Holder is acquiring the Option and, if and when the Holder exercises the Option, will acquire any Class A Common Units purchased upon such exercise for investment purposes only, for the Holder’s own account, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning of the Securities Act and applicable state securities lawindividual; (b) Any subsequent sale all actions on the part of any the Holder necessary for the authorization, execution and delivery of this Agreement, and the performance of all obligations hereunder, have been taken on or prior to the date hereof; this Agreement is validly authorized, executed and delivered by the Holder and constitutes the legal, valid and binding obligations of the Holder, enforceable against the Holder in accordance with its terms, except as such Class A Common Units shall enforcement may be made either pursuant to an effective registration statement under limited by general principles of equity or by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the Securities Act or otherwise in compliance therewith enforcement of applicable creditors’ rights and in all events in compliance with the Partnership Agreementremedies; (c) This Option Holder is acquiring the shares of Common Stock for its own account only and all Class A Common Units purchased upon exercise hereof shall be subject to not with view towards, or for sale in connection with, the terms hereof and of the Partnership Agreementpublic sale or distribution thereof; (d) The Holder understands Xxxxxx is an “accredited investor” as that upon exercise term is defined in Rule 501 of this Option he will be deemed by Regulation D, as promulgated under the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such mattersSecurities Act; (e) The Holder understands that the shares of Common Stock for are being issued to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Holder’s compliance with, the representations, warranties, acknowledgements, and understandings of such Holder set forth herein in order to determine the availability of such exemptions and the eligibility of such Holder to acquire the shares of Common Stock; (f) Holder and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and issuance of the shares of Common Stock; Holder has had the opportunity to consult review the Company’s filings with counselthe Securities and Exchange Commission; Holder and its advisors, has had adequate time if any, have been afforded the opportunity to consult with ask questions of the Company; neither such counsel regarding inquiries nor any other due diligence investigations conducted by Holder or its advisors, if any, or its representatives shall modify, amend or affect Holder’s right to rely on the terms of this Option Company’s representations and the Partnership Agreement, the warranties contained herein; Holder has receivedsought such accounting, is familiar with such documents, understands the speculative legal and financial risks associated with tax advice as it has considered necessary to make an informed investment in Class A Common Units and the uncertainty decision with respect to its acquisition of the Partnership’s future operationsshares of Common Stock; Holder is relying solely on its own accounting, legal and tax advisors, and does not desire on any additional information statements of the Company or any of its agents or representatives, for such accounting, legal and tax advice with respect to any its acquisition of the foregoing; (f) In evaluating shares of Common Stock and the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisorstransactions contemplated by this Agreement; (g) At Holder understands that no time was United States federal or state agency or any oral representation other government or governmental agency has passed on or made to any recommendation or endorsement of the Holder relating to the Option shares of Common Stock or the purchase of any securities upon exercise thereof and the Holder was not presented with fairness or solicited by any promotional meeting or material relating to the Option or any securities suitability of the Partnership. The Holder is not subscribing for investment nor have such authorities passed upon or endorsed the purchase merits of Class A the offering of the shares of Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio;Stock; and (h) The Holder’s principal office or residence address is as set forth Xxxxxx understands and acknowledges that, upon its execution of this Agreement, any and all Promissory Note owned by it will be automatically cancelled and any and all Warrants owned by it will be automatically forfeited, in each instance without further action on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Company or Holder has been advised that except as otherwise set forth herein, and Holder releases the offer Company from any and sale all obligations of the Class A Common Units purchased pursuant Company to this Option have not been registered Holder under the Securities Act, that Promissory owned by it; without limiting the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk generality of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer preceding sentence, such Xxxxxx hereby surrenders and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable the Holder to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges waives all rights that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) in respect of all of its Promissory Note and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of the purchase of the Class A Common Units as contemplated by this Option, the Offering Memorandum and the Partnership Agreement, and (B) is able to bear the economic risk of the investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units; and (m) The Holder has been informed that the offer of the Class A Common Units is being made pursuant to an exemption from the registration requirements of the Securities Act, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwiseWarrants.

Representations and Warranties of the Holder. The In connection with the issuance of the Holder’s Class C Units hereunder, the Holder represents and warrants to the Partnership thatCompany as follows: (a) The Holder is acquiring the Option and, if and when Holder’s Class C Units to be received by the Holder exercises the Option, pursuant to this Agreement will acquire any Class A Common Units purchased upon such exercise for investment purposes only, be received for the Holder’s own account, account and not with a view to or an intent to sellto, or to offer for resale intention of, distribution thereof in connection with any unregistered distribution, all or any portion of such securities within the meaning violation of the Securities Act and Act, any applicable state securities law;laws or the terms of this Agreement, the LLC Agreement or the Members Agreement, and the Holder’s interests in the Holder’s Class C Units will not be disposed of in contravention of any such laws or agreements. (b) Any subsequent sale The Holder has had an opportunity to ask questions and receive answers concerning the terms and conditions of any the offering of the Holder’s Class C Units and has had full access to such Class A Common Units shall be made either pursuant other information concerning the Company as the Holder has requested. The Holder has reviewed, or has had an opportunity to an effective registration statement under review, copies of the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement;Related Agreements. (c) This Option Each of this Agreement and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof Related Agreements constitute a legal, valid and binding obligations of the Partnership Agreement;Holder, enforceable against the Holder in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and limitations on the availability of equitable remedies, and the execution, delivery, and performance of this Agreement or any of the Related Agreements by the Holder does not and will not conflict with, violate, or cause a breach of any agreement, contract, or instrument to which the Holder is a party or any judgment, order, or decree to which the Holder is subject. (d) The Holder is an “Accredited Investor” as that term is defined in Regulation D under the Securities Act, and the Holder considers himself or herself to be an experienced and sophisticated investor and to have such knowledge and experience in financial and business matters as are necessary to evaluate the merits and risks of receiving the Holder’s Class C Units. The Holder acknowledges and understands that upon exercise the Holder’s Class C Units involve substantial risks and the Holder is able to bear the economic risks of receiving the Holder’s Class C Units pursuant to the terms hereof, including the Holder’s Class C Units being or becoming worthless. The Holder understands that the Holder’s Class C Units are subject to the transfer restrictions contained herein and in the LLC Agreement and the Members Agreement and have not been registered under the Securities Act. (e) Prior to or after the issuance of the Holder’s Class C Units pursuant to this Option he will be deemed by Agreement, the Holder may execute and deliver to the Company and the Internal Revenue Service (the “IRS”) a timely, valid election under Section 83(b) of the Code (the “83(b) Election”). The Holder understands that under Section 83(b) of the Code, regulations promulgated thereunder, and pertinent state tax authorities to be certain IRS administrative announcements, in receipt the absence of taxable income in an amount equal to effective election under Section 83(b) of the Code, the excess of the fair market value of the Holder’s Class A Common C Units purchased hereunder on the date on which any forfeiture restrictions applicable to such Holder’s Class C Units lapse over the price paid thereforfor such units could be reportable as ordinary income at that time. For this purpose, the term “forfeiture restrictions” includes the restrictions on transferability and further the vesting conditions imposed under Section 5 and Section 6, respectively. The Holder understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon (i) in making the advice of 83(b) Election, the Holder may be taxed at the time the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common C Units and the uncertainty with respect are received hereunder to the Partnership’s future operations, and does not desire any additional information with respect to any of extent the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part fair market value of the Holder’s Class A Common C Units purchased pursuant exceeds the price for such units and (ii) in order to this Option; be effective, the 83(b) Election must be filed with the IRS within thirty (j30) The Holder has been advised that days after the offer and sale of date upon which the Holder’s Class A Common C Units purchased pursuant to this Option have not been registered under the Securities Act, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of timewere issued hereunder. The Holder also understands that hereby acknowledges that: (x) the Partnership foregoing description of the tax consequences of the 83(b) Election is not intended to be complete and, among other things, does not have any intention of registering the offer describe state, local or foreign income and sale other tax consequences; (y) none of the Class A Common Units under Company, ABRY or any of the Securities Act Company’s or of supplying the information which may be necessary to enable ABRY’s respective affiliates, officers, employees, agents or representatives (each, a “Related Person”) has provided or is providing the Holder to offer and/or sell with tax advice regarding the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k83(b) The Holder acknowledges that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above Election or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorneymatter, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of the purchase of the Class A Common Units as contemplated by this Option, the Offering Memorandum and the Partnership Agreement, and (B) is able to bear the economic risk of the investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units; and (m) The Holder has been informed that the offer of the Class A Common Units is being made pursuant to an exemption from the registration requirements of the Securities Act, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwise.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to to, and agrees with, the Partnership thatCompany as follows: (a) The Holder has been furnished with, and has carefully read the applicable form of Debenture Registration Rights Agreement, and the Debenture and is acquiring familiar with and understands the Option andterms of the Offering. With respect to - tax and other economic considerations involved in his investment, if and when the Holder exercises is not relying on the OptionCompany. The Holder has carefully considered and has, will acquire any Class A Common Units purchased upon to the extent the Holder believes such exercise for discussion necessary, discussed with the Holder 's professional legal, tax, accounting and financial advisors the suitability of an investment purposes onlyin the Company, by purchasing the Debentures, for the Holder 's particular tax and financial situation and has determined that the investment being made by the Holder is a suitable investment for the Holder’s own account, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning of the Securities Act and applicable state securities law;. (b) Any subsequent sale The Holder acknowledges that all documents, records, and books pertaining to this investment which the Holder has requested have been made available for inspection or the Holder has had access thereto. (c) The Holder has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Offering and if such opportunity was taken then all such questions have been answered to the full satisfaction of the Holder. (d) The Holder will not sell, or otherwise dispose of the Debentures or the Common Stock issued upon conversion of the Debentures without registration under the 1933 Act or applicable state securities laws or compliance with an exemption therefrom including but not limited to: Rule 144A, 144 (k) (herein after referred to as an "Exemption"). The Debentures have not been registered under the 1933 Act or under the securities laws of any state. Resales of the Common Stock underlying the Debentures or issued in payment of accrued interest on the Debentures are to be registered by the Company pursuant to the terms of the Debenture Registration Rights Agreement incorporated herein and made a part hereof. (e) The Holder recognizes that an investment in the Debentures involves substantial risks, including loss of the entire amount of such Class A investment. Further, the Holder has carefully read and considered the schedule entitled Litigation matters attached hereto as Schedule 3(h). (f) The Holder acknowledges that each certificate representing the Debentures (and the shares of Common Units Stock issued upon conversion of the Debentures, unless registered or with an Exemption) or in payment of dividends on the Debentures shall be made either pursuant to an effective stamped or otherwise imprinted with a legend substantially in the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT. If Holder sends a Notice of Conversion (See Exhibit A attached hereto), and provided a registration statement under the Securities Act or otherwise of 1933 that is in compliance therewith effect as to the sale, then in such event the Company shall have its transfer agent send Holder the appropriate number of shares of Common Stock without restrictive legends and in all events in compliance with the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be Company is not subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors;stop transfer instructions. (g) At no time was any oral representation made If this Subscription Agreement is executed and delivered on behalf of a corporation: (i) such corporation has the full legal right and power and all authority and approval required (a) to execute and deliver, or authorize execution and delivery of this Subscription Agreement and all other instruments (including, without limitation, the Holder relating to the Option Debenture Registration Rights Agreement, Irrevocable Transfer Agent Agreement, Security Agreement, Warrant Agreement and Debenture Agreements) executed and delivered by or on behalf of such corporation in connection with the purchase of any securities upon exercise thereof the Debentures and (b) to purchase and hold the Holder was not presented with or solicited by any promotional meeting or material relating to Debentures; and (ii) the Option or any securities signature of the Partnership. party signing on behalf of such corporation is binding upon such corporation. (h) The Holder is not subscribing for the purchase of Class A Common Units Debentures as a result of of, or subsequent to pursuant to, any advertisement, article, notice or other communication published in any newspapersnewspaper, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office radio or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office presented at any seminar or residence address changes;meeting. (i) The Holder is purchasing the Debentures for its own account for investment, and not with a view toward the resale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act. The Holder has not offered or sold any portion of the Debentures being acquired nor does not the Holder have any present intent to resell intention of dividing the Debentures with others or distribute all of selling, distributing or otherwise disposing of any part portion of the Holder’s Class A Common Units purchased Debentures either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance in violation of the 1933 Act provided, however, that by making the representations herein, Holder does not agree to hold any of the Debentures for any minimum or other specific term and reserves the right to dispose of the Debentures at any time in accordance with or pursuant to this Option;a registration statement or an exemption under the 1933 Act. Holder is neither an underwriter of, nor a dealer in, the Debentures or the Common Stock issuable upon conversion thereof or upon the payment of dividends thereon and is not participating in the distribution or resale of the Debentures or the Common Stock issuable upon conversion or exercise thereof. (j) The Holder or the Holder's representatives, as the case may be, has been advised that the offer such knowledge and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Actexperience in financial, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer tax and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary business matters so as to enable the Holder to offer and/or sell utilize the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges that it has received, within a reasonable time prior information made available to the sale, Holder in connection with the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its of an investment in the Class A Common Units purchased pursuant Debentures and to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such make an informed investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor decision with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of the purchase of the Class A Common Units as contemplated by this Option, the Offering Memorandum and the Partnership Agreement, and (B) is able to bear the economic risk of the investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units; and (m) The Holder has been informed that the offer of the Class A Common Units is being made pursuant to an exemption from the registration requirements of the Securities Act, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwisethereto.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Partnership that:Company as follows: Common Stock Warrant Agreement 5 (a) The Holder is acquiring This Warrant and the Option and, if and when the Holder exercises the Option, will acquire any Class A Common Units purchased upon Warrant Shares are being acquired for such exercise for investment purposes only, for the Holder’s 's own account, for investment and not with a view to or an intent to sellto, or to offer for resale in connection with with, any unregistered distribution, all distribution or any portion of such securities public offering thereof within the meaning of the Securities Act Act. Upon the exercise of the rights represented by this Warrant, the Holder shall, if so requested by the Company, confirm in writing, in a form reasonably satisfactory to the Company, that the Warrant Shares issuable upon the exercise of such rights are being acquired for investment and applicable state securities law;not with a view toward distribution or resale thereof. (b) Any subsequent sale of any such Class A Common Units shall be made either pursuant to an effective registration statement under the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option Warrant and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option Warrant Shares have not been registered under the Securities ActAct by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof and Regulation D thereunder, and that such Warrant and the Warrant Shares, as the case may be, must be held by the Holder indefinitely, and therefore, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to Holder must bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units such investment, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration requirements. The Holder further understands that the Warrant Shares have not been qualified under the California Securities Law of supplying 1968 (the information which may be necessary to enable "California Law") by reason of their issuance in a transaction exempt from the Holder to offer and/or sell qualification requirements of the Class A Common Units California Law pursuant to Rule 144 under Section 25102(f) thereof, which exemption depends upon, among other things, the Securities Act, and that the Partnership will not be registered as an bona fide nature of such Holder's investment company under the Investment Company Act of 1940, as amended;intent expressed herein. (kc) The Holder acknowledges that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has knowledge and experience in investing in companies similar to the Company in terms of the Company's stage of development and in financial and business matters such that the Holder it is capable of evaluating the merits and risks of the purchase of the Class A Common Units as contemplated by this Option, the Offering Memorandum Warrant and the Partnership Agreement, Warrant Shares and of protecting its interests in connection therewith. (Bd) The Holder is able to bear the economic risk of the investment in purchase of the Class A Common Units purchased Warrant Shares pursuant to the terms of this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units; andWarrant. (me) The Holder has been informed that had an opportunity to discuss the offer Company's business, management and financial affairs with the Company's management. (f) Holder is an "accredited investor" within the meaning of the Class A Common Units is being made pursuant to an exemption from the registration requirements Rule 501 of the Securities ActRegulation D, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority as presently in the United States or otherwiseeffect.

Representations and Warranties of the Holder. The Holder represents and warrants to the Partnership that: (a) The Holder is acquiring 5.1 It has the Option andauthority to enter into the transactions and consummate the transactions contemplated herein and such transactions shall not contravene any contractual, if and when the Holder exercises the Optionregulatory, will acquire any Class A Common Units purchased upon such exercise for investment purposes only, for statutory or other obligation or restriction applicable to the Holder’s own account. 5.2 This Agreement has been duly and validly authorized, executed and delivered by the Holder, and not shall constitute a legal, valid, and binding obligation of the Holder, enforceable against it in accordance with a view to or an intent to sellits terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or to offer for resale similar laws affecting the enforcement of creditors’ rights generally and general equitable principles whether in connection with any unregistered distribution, all a proceeding in equity or any portion of such securities at law. 5.3 It is an “accredited investor” within the meaning of the Securities Act and applicable state securities law; (b) Any subsequent sale Rule 501 of any such Class A Common Units shall be made either pursuant to an effective registration statement under the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option have not been registered Regulation D promulgated under the Securities Act, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable the Holder to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended;. (k) The Holder acknowledges that it 5.4 It has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has sufficient knowledge and experience in financial and business matters such that so as to be capable of bearing the Holder economic risks of participation in this Agreement, and it is capable of evaluating the merits and risks of participating in this Agreement, including any risks associated with surrendering certain rights related to the purchase Warrant. 5.5 It has received any and all information requested by the Holder for the Holder to make a decision to enter into this Agreement and the transactions contemplated hereby. The Holder has had an opportunity to discuss the Company’s business, management and financial affairs with the Company and its representatives and has had the opportunity to review the Company’s operations. The Holder has also had a full opportunity to ask questions of and receive answers from the Company and its management in connection with the transactions contemplated hereby. Except as expressly set forth in this Agreement, the Holder acknowledges and agrees that the Company has made no other representation or warranty regarding the operations, business, prospects or condition (financial or otherwise) of the Class A Common Units as contemplated Company or its affiliates. 5.6 It acknowledges that it is not relying, and has not relied, upon any statement, advice (whether legal, tax, financial, accounting or other), representation or warranty made by this Optionany entity or person including, without limitation, the Offering Memorandum and Company or any of its affiliates or representatives, except for (a) the Partnership Agreementpublicly available filings made by the Company with the Commission under the Securities Exchange Act of 1934, as amended, and (Bb) the statements, representations and warranties made by the Company in this Agreement. 5.7 It is able to bear the economic risk sole legal and beneficial owner of the investment Warrant, and has good, valid and marketable title to the Warrant, free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto. It has not, in whole or in part, (a) assigned, transferred, hypothecated, pledged or otherwise disposed of the Warrant or its rights in the Class A Common Units purchased pursuant Warrant, or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to this Option for the Warrant. 5.8 It is not an indefinite period of time and can afford to suffer a complete loss affiliate of the investment Company as such term is defined in such Class A Common Units; and (m) The Holder has been informed that the offer of the Class A Common Units is being made pursuant to an exemption from the registration requirements of Rule 144 promulgated under the Securities Act, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwise.

Representations and Warranties of the Holder. The Holder represents and warrants to the Partnership thatCompany as follows: (a) The Holder has full legal power to execute and deliver this Agreement and to perform its obligations hereunder. The Holder represents and warrants that it is acquiring the Option andsole legal and beneficial holder of the Notes being converted by the Holder. On the Closing Date, if Holder shall deliver good, valid and when marketable title to the Notes transferred to the Company hereunder free and clear of any liens, charges, and encumbrances. All acts required to be taken by the Holder exercises to enter into this Agreement and to carry out the Optiontransactions contemplated hereby have been properly taken; and this Agreement constitutes a legal, will acquire any Class A Common Units purchased upon such exercise for investment purposes only, for the Holder’s own account, valid and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning binding obligation of the Securities Act and applicable state securities law;Holder enforceable in accordance with its terms. (b) Any subsequent sale The Holder has been given an opportunity to ask questions and receive answers from the officers and directors of any such Class A Common Units shall be made either pursuant the Company and to an effective registration statement under obtain additional information from the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement;Company. (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity such knowledge and experience in financial and business matters as to consult with counsel, has had adequate time to consult with such counsel regarding the terms be capable of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Unitsthe Company's securities and has obtained, in its judgment, sufficient information about the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Act, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable the Holder to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its of an investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. Company. (d) The Holder has consulted is relying solely on the representations and warranties contained in Section 2 hereof and in certificates delivered hereunder in making its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make consummate the investment transactions contemplated herein;hereby and no oral representations or warranties of any kind have been made by the Company or its officers, directors, employees or agents to the Holder. (le) The Holder represents, warrants and agrees that (Ai) the Conversion Shares it receives will be acquired for investment purposes only for their own account or for the account of controlled affiliates, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that they have no present intention of selling, granting any participation in or otherwise distributing the same, (ii) it is not party to any undisclosed contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person with respect to any of Conversion Shares, (iii) it has not been formed for the specific purpose of acquiring the Conversion Shares, (iv) it has received or has had full access to all the information it considers necessary or appropriate for deciding whether to purchase the Conversion Shares and has had an opportunity to ask questions and receive answers regarding the terms and conditions of the Conversion Shares, and the Company’s business, properties, prospects and financial condition, (v) that it is financially sophisticated and is able to fend for itself, can bear the economic risk of the investment, and has such knowledge and experience in financial and or business matters such that the Holder it is capable of evaluating the merits and risks of the purchase of the Class A Common Units as contemplated by this Option, the Offering Memorandum and the Partnership Agreement, and (B) is able to bear the economic risk of the investment in the Class A Common Units purchased pursuant to this Option for Conversion Shares, (vi) it is an indefinite period "accredited investor" or a "qualified institutional buyer" within the meaning of time and can afford to suffer a complete loss of the investment in such Class A Common Units; andcurrent SEC rules. (mf) The Holder has been informed understands that the offer of the Class A Common Units Conversion Shares it is being made pursuant to an exemption purchasing are "restricted securities" under U.S. federal securities laws inasmuch as they will be acquired by it from the registration requirements of the Securities Act, relating to transactions by an issuer Company in a transaction not involving a public offeringoffering and that under such laws and applicable regulations such Conversion Shares may be resold without registration only in certain limited circumstances. The certificates evidencing the Conversion Shares will bear an appropriate legend regarding these restrictions: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE "SECURITIES ACT"), and thatOR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, consequentlyTRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR RAMP CORPORATION SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT WITHOUT THE PRIOR WRITTERN APPROVAL OF THE TSX VENTURE EXCHANGE BE SOLD, TRANSFERRED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL 4 MONTHS AFTER THEIR ISSUANCE. (g) In the absence of an effective registration statement covering the Conversion Shares, the materials relating Conversion Shares may only be resold only in accordance with Regulation S, or in a transaction otherwise exempt from registration. The Holder agrees not to make any direct or indirect disposition, sale, transfer, pledge, hedge (including by way of short selling) or otherwise encumber ("Transfer") any Conversion Shares for a period of at least 180 days from the Closing Date. They will not Transfer all or any portion of the Conversion Shares unless (a) there is a registration statement declared effective by the SEC under the Securities Act of 1933, as amended (the "1933 Act") with respect to the offer Conversion Shares to be Transferred and no stop order suspending the effectiveness of such registration statement is then in effect under the 1933 Act and no proceedings for that purpose have not then been subject instituted or (b) the Transfer is made under a valid exemption to review and comment by registration under the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwise1933 Act.

Representations and Warranties of the Holder. The Holder represents and warrants to the Partnership thatCompany as follows: (a) The Holder has full legal power to execute and deliver this Agreement and to perform its obligations hereunder. The Holder represents and warrants that it is acquiring the Option andsole legal and beneficial holder of the Note being converted by the Holder. On the Closing Date, if Holder shall deliver good, valid and when marketable title to the Note transferred to the Company hereunder free and clear of any liens, charges, and encumbrances. All acts required to be taken by the Holder exercises to enter into this Agreement and to carry out the Optiontransactions contemplated hereby have been properly taken; and this Agreement constitutes a legal, will acquire any Class A Common Units purchased upon such exercise for investment purposes only, for the Holder’s own account, valid and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning binding obligation of the Securities Act and applicable state securities law;Holder enforceable in accordance with its terms. (b) Any subsequent sale The Holder has been given an opportunity to ask questions and receive answers from the officers and directors of any such Class A Common Units shall be made either pursuant the Company and to an effective registration statement under obtain additional information from the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement;Company. (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity such knowledge and experience in financial and business matters as to consult with counsel, has had adequate time to consult with such counsel regarding the terms be capable of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Unitsthe Company's securities and has obtained, in its judgment, sufficient information about the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Act, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable the Holder to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its of an investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. Company. (d) The Holder has consulted is relying solely on the representations and warranties contained in Section 2 hereof and in certificates delivered hereunder in making its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make consummate the investment transactions contemplated herein;hereby and no oral representations or warranties of any kind have been made by the Company or its officers, directors, employees or agents to the Holder. (le) The Holder represents, warrants and agrees that (Ai) the Conversion Shares it receives will be acquired for investment purposes only for their own account or for the account of controlled affiliates, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that they have no present intention of selling, granting any participation in or otherwise distributing the same, (ii) it is not party to any undisclosed contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person with respect to any of Conversion Shares, (iii) it has not been formed for the specific purpose of acquiring the Conversion Shares, (iv) it has received or has had full access to all the information it considers necessary or appropriate for deciding whether to purchase the Conversion Shares and has had an opportunity to ask questions and receive answers regarding the terms and conditions of the Conversion Shares, and the Company’s business, properties, prospects and financial condition, (v) that it is financially sophisticated and is able to fend for itself, can bear the economic risk of the investment, and has such knowledge and experience in financial and or business matters such that the Holder it is capable of evaluating the merits and risks of the purchase of the Class A Common Units as contemplated by this Option, the Offering Memorandum and the Partnership Agreement, and (B) is able to bear the economic risk of the investment in the Class A Common Units purchased pursuant to this Option for Conversion Shares, (vi) it is an indefinite period "accredited investor" or a "qualified institutional buyer" within the meaning of time and can afford to suffer a complete loss of the investment in such Class A Common Units; andcurrent SEC rules. (mf) The Holder has been informed understands that the offer of the Class A Common Units Conversion Shares it is being made pursuant to an exemption purchasing are "restricted securities" under U.S. federal securities laws inasmuch as they will be acquired by it from the registration requirements of the Securities Act, relating to transactions by an issuer Company in a transaction not involving a public offeringoffering and that under such laws and applicable regulations such Conversion Shares may be resold without registration only in certain limited circumstances. The certificates evidencing the Conversion Shares will bear an appropriate legend regarding these restrictions: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE "SECURITIES ACT"), and thatOR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, consequentlyTRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR RAMP CORPORATION SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT WITHOUT THE PRIOR WRITTERN APPROVAL OF THE TSX VENTURE EXCHANGE BE SOLD, TRANSFERRED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL 4 MONTHS AFTER THEIR ISSUANCE. (g) In the absence of an effective registration statement covering the Conversion Shares, the materials relating Conversion Shares may only be resold only in accordance with Regulation S, or in a transaction otherwise exempt from registration. The Holder agrees not to make any direct or indirect disposition, sale, transfer, pledge, hedge (including by way of short selling) or otherwise encumber ("Transfer") any Conversion Shares for a period of at least 180 days from the Closing Date. They will not Transfer all or any portion of the Conversion Shares unless (a) there is a registration statement declared effective by the SEC under the Securities Act of 1933, as amended (the "1933 Act") with respect to the offer Conversion Shares to be Transferred and no stop order suspending the effectiveness of such registration statement is then in effect under the 1933 Act and no proceedings for that purpose have not then been subject instituted or (b) the Transfer is made under a valid exemption to review and comment by registration under the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwise1933 Act.

Representations and Warranties of the Holder. The Holder represents and warrants to the Partnership thatCompany, as of the date hereof, as follows: (a) The Holder is acquiring the Option andshares of Common Stock, if the Amended and when Restated Warrant and the Holder exercises Payment Warrant (together, the Option, will acquire any Class A Common Units purchased upon such exercise for investment purposes only, “Securities”) for the Holder’s own account, as principal, for investment purposes only and not with a view any intention to resell, distribute or otherwise dispose of the Securities, as the case may be, in whole or in part. (b) The Holder has had an intent unrestricted opportunity to: (i) obtain information concerning the Securities, the Company and its proposed and existing business and assets; and (ii) ask questions of, and receive answers from the Company concerning the terms and conditions of the Securities and to sellobtain such additional information as may have been necessary to verify the accuracy of the information contained in the this Agreement or otherwise provided. (c) At the time the Holder was offered Securities, it was, at the date hereof it is, and on each date on which the Holder exercises the Amended and Restated Warrant or to offer for resale in connection with any unregistered distributionPayment Warrant, all or any portion of such securities the Holder will be an Accredited Investor, within the meaning of Rule 501 of Regulation D, and has such knowledge and experience in financial and business matters that he is capable of evaluating the Securities Act merits and risks of investing in the Company, and all information that the Holder has provided concerning the Holder, the Holder’s financial position and knowledge of financial and business matters is true, correct and complete. The Holder acknowledges and understands that the Company will rely on the information provided by the Holder in this Agreement and in the Holder Questionnaire annexed as Exhibit A to the Holder’s Subscription Agreement for purposes of complying with federal and applicable state securities law; (blaws. The Holder hereby represents that neither the Holder nor any of its Rule 506(d) Any subsequent sale Related Parties is a “bad actor” within the meaning of any such Class A Common Units shall be made either pursuant to an effective registration statement Rule 506(d) promulgated under the Securities Act Act. For purposes of this Agreement, “Rule 506(d) Related Party” shall mean a person or otherwise in compliance therewith and in all events in compliance with entity covered by the Partnership Agreement; (c“Bad Actor disqualification” provision of Rule 506(d) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement;Securities Act. (d) The Holder understands that upon exercise of this Option he will be deemed Except as otherwise disclosed in writing by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal Holder to the excess Company, the Holder has not dealt with a broker in connection with the issuance of the fair market value of Securities and agrees to indemnify and hold the Class A Common Units purchased hereunder over Company and its officers and directors harmless from any claims for brokerage or fees in connection with the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters;transactions contemplated herein. (e) The Holder has had is not relying on the opportunity to consult with counselCompany or any of its management, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information officers or employees with respect to any legal, investment or tax considerations involved in the purchase, ownership and disposition of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Securities. The Holder has and will rely upon relied solely on the advice of, or has consulted with, in regard to the legal, investment and tax considerations involved in the purchase, ownership and disposition of the Securities, the Holder’s own legal counsel, business and/or investment adviser, accountant and tax and investment advisors;adviser. (gf) At no time was any oral representation made to The Holder understands that the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option Securities, or any securities received upon exercise of the Partnership. The Holder is Amended and Restated Warrant or Payment Warrant, cannot subscribing be sold, assigned, transferred, exchanged, hypothecated or pledged, or otherwise disposed of or encumbered except in accordance with the Securities Act of 1933, as amended (the “Securities Act”) or the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and that a market may never exist for the purchase resale of Class A Common Units as a result of or subsequent to any advertisementsuch securities. In addition, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees understands that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all Securities or any part securities received upon exercise of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer Amended and sale of the Class A Common Units purchased pursuant to this Option Restated Warrant or Payment Warrant, have not been registered under the Securities Act, that or under any applicable state securities or blue sky laws or the Class A Common Units may laws of any other jurisdiction, and cannot be offered, sold resold unless they are so registered or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available available. The Holder understands that there is no current plan to register the Securities or any securities received upon exercise of the Amended and that accordingly it may be required Restated Warrant or Payment Warrant. (g) The Holder is willing and able to bear the economic risk and other risks of the an investment in the Class A Common Units Company for an indefinite period of time. The Holder also has read and understands the provisions of this Agreement. (h) The Holder maintains such Holder’s domicile, and is not merely a transient or temporary resident, at the residence address shown on the signature page hereto. (i) If the Holder is an entity, the Holder is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, as the case may be. The Holder has all requisite power and authority to own its properties, to carry on its business as presently conducted, to enter into and perform the agreements, documents and instruments executed, delivered and/or contemplated hereby (collectively, the “Transaction Documents”) to which it is a party and to carry out the transactions contemplated hereby and thereby. The Transaction Documents are valid and binding obligations of the Holder, enforceable against it in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws, from time to time in effect, which affect enforcement of creditors’ rights generally. If applicable, the execution, delivery and performance of the Transaction Documents to which it is a party have been duly authorized by all necessary action of the Holder. The execution, delivery and performance of the Transaction Documents and the performance of any transactions contemplated by the Transaction Documents will not: (i) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under any contract or obligation to which the Holder is a party or by which it or its assets are bound, or any provision of its organizational documents (if an entity), or cause the creation of any lien or encumbrance upon any of the assets of the Holder; (ii) violate, conflict with or result in a default (whether after the giving of notice, lapse of time or both) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by any court or other governmental agency applicable to the Holder; (iii) require from the Holder any notice to, declaration or filing with, or consent or approval of any governmental authority or other third party other than pursuant to federal or state securities or blue sky laws; or (iv) accelerate any obligation under, or give rise to a right of termination of, any agreement, permit, license or authorization to which the Holder is a party or by which it is bound. (j) The Holder acknowledges and agrees that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary Company intends to enable the Holder raise additional funds to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended;operate its business. (k) The Holder acknowledges and agrees that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment Company will have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor broad discretion with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility use of the Holder. The Holder acknowledges that it has independently and without reliance upon proceeds from the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment transactions contemplated herein;hereby. (l) The Holder (A) has knowledge and experience in financial and business matters such that understands the Holder is capable of evaluating the merits and various risks of the purchase of the Class A Common Units as contemplated by this Option, the Offering Memorandum and the Partnership Agreement, and (B) is able to bear the economic risk of the an investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units; and (m) The Holder has been informed that the offer of the Class A Common Units is being made pursuant to an exemption from the registration requirements of the Securities Act, relating to transactions by an issuer not involving a public offeringCompany, and that, consequently, has carefully reviewed the materials relating to various risk factors described in the offer have not been subject to review and comment by the staff of Company’s filings with the Securities and Exchange Commission or any other governmental authority in (the United States or otherwise“SEC”).

Representations and Warranties of the Holder. The Holder represents of this Warrant, by holding or purchasing this Warrant, will be deemed to have represented and warrants to the Partnership thatagreed as follows: (a) The the Holder is acquiring purchasing the Option and, if and when the Holder exercises the Option, will acquire any Class A Common Units purchased upon such exercise Warrant for investment purposes only, for the HolderHxxxxx’s own account, account only and not with a view to or an intent to sellto, or to offer for resale in connection with with, any unregistered “distribution, all or any portion of such securities ” thereof within the meaning of the Securities Act and applicable state securities law; (b) Any subsequent sale of any such Class A Common Units shall be made either pursuant to an effective registration statement under the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the PartnershipAct. The Holder is not subscribing for the purchase an “accredited investor” as such term is defined in Rule 501(a) of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option have not been registered Regulation D under the Securities Act, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable the Holder to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to the extent it in any case, has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has knowledge and experience in financial and business matters such that the Holder is as to be capable of evaluating the merits and risks of the purchase of the Class A Common Units as contemplated by purchasing this Option, the Offering Memorandum and the Partnership Agreement, and (B) is able to bear the economic risk of the investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units; and (m) Warrant. The Holder has not been informed formed for the purpose of investing this Warrant. (b) the Holder understands that this Warrant has not been registered under the Securities Act by reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of the Holder’s investment intent as expressed herein. (c) the Holder further acknowledges and understands that the offer of Warrant must be held indefinitely unless the Class A Common Units is being made pursuant to Warrant Shares are subsequently registered under the Securities Act or an exemption from such registration is available for the registration requirements of Warrant Shares and the Securities Act, relating to transactions by an issuer Warrant may be imprinted with a legend indicating such restrictions on the transferability thereof. (d) the Holder understands that the Warrant is presently characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offeringoffering and that under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144 as presently in effect, and that, consequently, understands the materials relating to the offer have not been subject to review resale limitations imposed thereby and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwiseAct.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to to, and agrees with, the Partnership thatCompany as follows: (a) The Holder has been furnished with, and has carefully read the applicable form of Debenture Registration Rights Agreement, and the Debenture and is acquiring familiar with and understands the Option andterms of the Offering. With respect to tax and other economic considerations involved in his investment, if and when the Holder exercises is not relying on the OptionCompany. The Holder has carefully considered and has, will acquire any Class A Common Units purchased upon to the extent the Holder believes such exercise for discussion necessary, discussed with the Holder's professional legal, tax, accounting and financial advisors the suitability of an investment purposes onlyin the Company, by purchasing the Debentures, for the Holder’s own account, 's particular tax and not with financial situation and has determined that the investment being made by the Holder is a view to or an intent to sell, or to offer suitable investment for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning of the Securities Act and applicable state securities law;Holder. (b) Any subsequent sale The Holder acknowledges that all documents, records, and books pertaining to this investment which the Holder has requested, have been made available for inspection, or the Holder has had access thereto. (c) The Holder has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Offering, and if such opportunity was taken, then all such questions have been answered to the full satisfaction of the Holder. (d) The Holder will not sell, or otherwise dispose of the Debentures or the common stock of the Company, par value $0.001 per share (the “Common Stock”) issued upon conversion of the Debentures without registration under the Securities Act or applicable state securities laws or compliance with an exemption therefrom including but not limited to Rule 144(b) and 144(k) under the Securities Act (an “Exemption”). The Debentures have not been registered under the Securities Act or under the securities laws of any state. Resales of the Common Stock underlying the Debentures or issued in payment of accrued interest on the Debentures are to be registered by the Company pursuant to the terms of the Debenture Registration Rights Agreement incorporated herein and made a part hereof. (e) The Holder recognizes that an investment in the Debentures involves substantial risks, including loss of the entire amount of such Class A investment. Further, the Holder has carefully read and considered the schedules attached hereto. (f) The Holder acknowledges that each certificate representing the Debentures (and the shares of Common Units Stock issued upon conversion of the Debentures, unless registered or with an Exemption) or in payment of interest on the Debentures shall be made either pursuant to an effective stamped or otherwise imprinted with a legend substantially in the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT. If the Holder sends a Notice of Conversion (see Exhibit A attached hereto), and a registration statement under the Securities Act or otherwise is in compliance therewith effect as to the sale, then in such event the Company shall have its transfer agent send Holder the appropriate number of shares of Common Stock without restrictive legends (other than a legend referring to the resale registration and in all events in compliance with the Partnership Agreement; (cprospectus delivery requirements) This Option and all Class A Common Units purchased upon exercise hereof shall be not subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors;stop transfer instructions. (g) At no time was any oral representation made If this Subscription Agreement is executed and delivered on behalf of a corporation or legal entity other than a natural person: (i) such corporation or other entity has the full legal right and power and all authority and approval required (a) to the Holder relating to the Option execute and deliver, or authorize execution and delivery of this Subscription Agreement and all other Transaction Documents executed and delivered by or on behalf of such corporation in connection with the purchase of any securities upon exercise thereof the Debentures, and (b) to purchase and hold the Holder was not presented with or solicited by any promotional meeting or material relating to Debentures; and (ii) the Option or any securities signature of the Partnership. party signing on behalf of such corporation or entity is binding upon such corporation. (h) The Holder is not subscribing for the purchase of Class A Common Units Debentures as a result of of, or subsequent to pursuant to, any advertisement, article, notice or other communication published in any newspapersnewspaper, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office radio or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office presented at any seminar or residence address changes;meeting, or any other general solicitation. (i) The Holder is purchasing the Debentures for its own account for investment, and not with a view toward the resale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act. The Holder has not offered or sold any portion of the Debentures being acquired nor does not the Holder have any present intent to resell intention of dividing the Debentures with others or distribute all of selling, distributing or otherwise disposing of any part portion of the Holder’s Class A Common Units purchased Debentures either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance in violation of the Securities Act provided, however, that by making the representations herein, the Holder does not agree to hold any of the Debentures for any minimum or other specific term and reserves the right to dispose of the Debentures at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The Holder is neither an underwriter of, nor a dealer in, the Debentures or the Common Stock issuable upon conversion thereof or upon the payment of interest thereon and is not participating in the distribution or resale of the Debentures or the Common Stock issuable upon conversion or exercise thereof. Notwithstanding anything in this Option;Section to the contrary, the Holder reserves the right to pledge any of the Debenture for margin purposes and dispose of the Debentures at any time in accordance with federal and state securities laws applicable to such dispositions. (j) The Holder or the Holder's representatives, as the case may be, has been advised that the offer such knowledge and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Actexperience in financial, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer tax and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary business matters so as to enable the Holder to offer and/or sell utilize the Class A Common Units pursuant information made available to Rule 144 under the Securities Act, Holder in connection with the Offering to evaluate the merits and that the Partnership will not be registered as risks of an investment company under in the Investment Company Act of 1940, as amended;Debentures and to make an informed investment decision with respect thereto. (k) The Holder acknowledges is an “accredited investor” as that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”term is defined in Rule 501(a) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein;Regulation D. (l) The Holder (A) has knowledge and experience in financial and business matters such understands that the Holder is capable of evaluating Debentures and the merits related warrants are being offered and risks sold to ti in reliance upon specific exemptions from the registration requirements of the purchase Unites States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreement, acknowledgments and understandings of the Class A Common Units as contemplated by this Option, Holder set forth herein in order to determined the Offering Memorandum availability of such exemptions and the Partnership Agreement, and (B) is able to bear the economic risk eligibility of the investment in Holder to acquire the Class A Common Units purchased pursuant to this Option for an indefinite period of time Debentures and can afford to suffer a complete loss of the investment in such Class A Common Units; andrelated warrants. (m) The Holder has been informed understands that the offer of the Class A Common Units is being made pursuant to an exemption from the registration requirements of the Securities Act, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission no United States federal or state agency or any other government or governmental authority in agency has passed upon or made any recommendation or endorsement of the United States Debentures or otherwise.related warrants

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Partnership Company that: (a) The Holder is acquiring the Option and, if and when the Holder exercises the Option, will acquire any Class A Common Units purchased upon such exercise for investment purposes only, for the Holder’s own account, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning of the Securities Act and applicable state securities law; (b) Any subsequent sale of any such Class A Common Units shall be made either pursuant to an effective registration statement under the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (d) : • The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and Stock has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Act, nor qualified under any state securities laws, and that the Class A Common Units may not be offered, it is being offered and sold or otherwise disposed of unless such offer and sale are registered thereunder or pursuant to an exemption from such registration and qualification based in part upon the Holder’s representations contained herein; the Stock is available and that accordingly it may be required being issued to bear Holder hereunder in reliance upon the economic risk exemption from such registration provided by Section 4(2) of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable for transactions by an issuer not involving any public offering, and in connection therewith, the Holder to offer and/or sell acknowledges the Class A Common Units pursuant to Holder’s status as an “accredited investor” within the meaning of Rule 144 501 promulgated under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) ; • The Holder acknowledges that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to is an “accredited investor” as such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”term is defined in Rule 501(a) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it Securities Act and has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has such knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of the purchase of the Class A Common Units as investment contemplated by this OptionGrant Notice, the Offering Memorandum and the Partnership Agreement, and (B) Holder is able to bear the economic risk of the this investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer Company (including a complete loss of this investment); • Except as specifically provided herein or in the Plan, the Holder has no contract, undertaking, understanding, agreement, or arrangement, formal or informal, with any person to sell, transfer, or pledge all or any portion of his Stock, and has no current plans to enter into any such contract, undertaking, understanding, agreement, or arrangement; • The Holder has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, article, or any other form of advertising or general solicitation as to the Company’s sale to the Holder of the Stock; • The Holder is familiar with the business and operations of the Company and has been afforded full and complete access to the books, financial statements, records, contracts, documents, and other information concerning the Company and its proposed activities, and has been afforded an opportunity to ask such questions of the Company’s agents, accountants, and other representatives concerning the Company’s proposed business, operations, financial condition, assets, liabilities, and other relevant matters as he has deemed necessary or desirable, and has been given all such information as has been requested, in order to evaluate the merits and risks of the investment in such Class A Common Unitscontemplated herein; and (m) • The Holder has been informed that the offer shares of Stock are restricted securities under the Securities Act and may not be resold or transferred unless the shares of Stock are first registered under the federal securities laws or unless an exemption from such registration is available; and • The Holder is prepared to hold the shares of Stock for an indefinite period and that the Holder is aware that Rule 144 as promulgated under the Securities Act, which exempts certain resales of restricted securities, is not presently available to exempt the resale of the Class A Common Units is being made pursuant to an exemption shares of Stock from the registration requirements of the Securities Act. [Signatures to appear on the following page.] THE UNDERSIGNED HOLDER ACKNOWLEDGES RECEIPT OF THIS GRANT NOTICE AND THE PLAN, relating AND AS AN EXPRESS CONDITION TO THE GRANT OF OPTIONS HEREUNDER, AGREES TO BE BOUND BY THE TERMS THIS GRANT NOTICE AND THE PLAN. IGLOO HOLDINGS CORPORATION HOLDER By: /s/ Xxxxxxxxx Xxxxxxx /s/ Xxxxx Xxxxxx Signature Signature Title: Chief Financial Officer Date: August 4, 2010 Date: August 4, 2010 [Signature Page to transactions by an issuer not involving a public offering, Slaine Option Grant Notice and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwise.Agreement]

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Partnership Company that: (a) The the Holder is acquiring a Trust duly organized, validly existing and in good standing under the Option and, if and when the Holder exercises the Option, will acquire any Class A Common Units purchased upon such exercise for investment purposes only, for the Holder’s own account, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion laws of such securities within the meaning its jurisdiction of the Securities Act and applicable state securities laworganization; (b) Any subsequent sale all actions on the part of any the Holder necessary for the authorization, execution and delivery of this Agreement, and the performance of all obligations hereunder, have been taken on or prior to the date hereof; this Agreement is validly authorized, executed and delivered by the Holder and constitutes the legal, valid and binding obligations of the Holder, enforceable against the Holder in accordance with its terms, except as such Class A Common Units shall enforcement may be made either pursuant to an effective registration statement under limited by general principles of equity or by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the Securities Act or otherwise in compliance therewith enforcement of applicable creditors’ rights and in all events in compliance with the Partnership Agreementremedies; (c) This Option the Holder is acquiring the Series F Shares for its own account only and all Class A Common Units purchased upon exercise hereof shall be subject to not with view towards, or for sale in connection with, the terms hereof and of the Partnership Agreementpublic sale or distribution thereof; (d) The the Holder understands is an “accredited investor” as that upon exercise term is defined in Rule 501 of this Option he will be deemed by Regulation D, as promulgated under the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such mattersSecurities Act; (e) The the Holder understands that the Series F Shares are being issued to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, acknowledgements, and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the Series F Shares; (f) the Holder and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and issuance of the Series F Shares; the Holder has had the opportunity to consult review the Company’s filings with counselthe Securities and Exchange Commission; the Holder and its advisors, if any, have been afforded the opportunity to ask questions of the Company; neither such inquiries nor any other due diligence investigations conducted by the Holder or its advisors, if any, or its representatives shall modify, amend or affect the Holder’s right to rely on the Company’s representations and warranties contained herein; the Holder has had adequate time sought such accounting, legal and tax advice as it has considered necessary to consult make an informed investment decision with respect to its acquisition of the Series F Shares; the Holder is relying solely on its own accounting, legal and tax advisors, and not on any statements of the Company or any of its agents or representatives, for such counsel regarding accounting, legal and tax advice with respect to its acquisition of the terms of this Option Series F Shares and the Partnership transactions contemplated by this Agreement; (g) the Holder understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Series F Shares or the fairness or suitability of the investment nor have such authorities passed upon or endorsed the merits of the offering of the Series F Shares; (h) the Holder: understands, acknowledges and agrees that upon its consummation of the transactions contemplated by this Agreement on the Closing Date, (i) any and all Exchange Securities owned by it will be automatically cancelled, in each instance without further action on the part of the Company or the Holder except as otherwise set forth herein, and (ii) the Holder y surrenders and waives all rights that it has in respect of all of its Exchange Securities (and, for the avoidance of doubt, until such time Xxxxxx is not surrendering or waiving any such rights; (i) notwithstanding anything else contained in this Agreement or the Series F SPA, the Holder has receivedshall have any all rights in, to and under the Exchange Securities owned by it, until the exchange is familiar with such documents, understands consummated on the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing;Closing; and (fj) In evaluating on the merits date hereof and risks of an investment in Class A Common Unitsat all times through the Closing Date, the Holder has and will rely upon the advice of the Holder’s own legal counsel, have good and tax and investment advisors; (g) At no time was any oral representation made marketable title to the Holder relating to the Option or the purchase Exchange Securities, free and clear of any all liens, securities upon exercise thereof interests, pledges, hypothecations, encumbrances and other adverse claims of third parties, and the Holder was not presented with or solicited by any promotional meeting or material relating covenants and agrees that if the Closing (as defined in the Series F SPA) occurs, to deliver such title to the Option or any securities of Exchange Securities to the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth Company on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Act, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable the Holder to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of the purchase of the Class A Common Units as contemplated by this Option, the Offering Memorandum and the Partnership Agreement, and (B) is able to bear the economic risk of the investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units; and (m) The Holder has been informed that the offer of the Class A Common Units is being made pursuant to an exemption from the registration requirements of the Securities Act, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwiseClosing Date.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Partnership Company that: (a) The Holder is acquiring the Option and, if and when the Holder exercises the Option, will acquire any Class A Common Units purchased upon such exercise for investment purposes only, for the Holder’s own account, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning of the Securities Act and applicable state securities law; (b) Any subsequent sale of any such Class A Common Units shall be made either pursuant to an effective registration statement under the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (d) : • The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and Stock has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Act, nor qualified under any state securities laws, and that the Class A Common Units may not be offered, it is being offered and sold or otherwise disposed of unless such offer and sale are registered thereunder or pursuant to an exemption from such registration and qualification based in part upon the Holder’s representations contained herein; the Stock is available and that accordingly it may be required being issued to bear Holder hereunder in reliance upon the economic risk exemption from such registration provided by Section 4(2) of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable for transactions by an issuer not involving any public offering, and in connection therewith, the Holder to offer and/or sell acknowledges the Class A Common Units pursuant to Holder’s status as an “accredited investor” within the meaning of Rule 144 501 promulgated under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) ; • The Holder acknowledges that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to is an “accredited investor” as such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”term is defined in Rule 501(a) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it Securities Act and has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has such knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of the purchase of the Class A Common Units as investment contemplated by this OptionXxxxx Xxxxxx, the Offering Memorandum and the Partnership Agreement, and (B) Holder is able to bear the economic risk of the this investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer Company (including a complete loss of this investment); • Except as specifically provided herein or in the Plan, the Holder has no contract, undertaking, understanding, agreement, or arrangement, formal or informal, with any person to sell, transfer, or pledge all or any portion of his or its Stock, and has no current plans to enter into any such contract, undertaking, understanding, agreement, or arrangement; • The Holder has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, article, or any other form of advertising or general solicitation as to the Company’s sale to the Holder of the Stock; • The Holder is familiar with the business and operations of the Company and has been afforded full and complete access to the books, financial statements, records, contracts, documents, and other information concerning the Company and its proposed activities, and has been afforded an opportunity to ask such questions of the Company’s agents, accountants, and other representatives concerning the Company’s proposed business, operations, financial condition, assets, liabilities, and other relevant matters as he or it has deemed necessary or desirable, and has been given all such information as has been requested, in order to evaluate the merits and risks of the investment in such Class A Common Unitscontemplated herein; and (m) • The Holder has been informed that the offer shares of Stock are restricted securities under the Securities Act and may not be resold or transferred unless the shares of Stock are first registered under the federal securities laws or unless an exemption from such registration is available; and • The Holder is prepared to hold the shares of Stock for an indefinite period and that the Holder is aware that Rule 144 as promulgated under the Securities Act, which exempts certain resales of restricted securities, is not presently available to exempt the resale of the Class A Common Units is being made pursuant to an exemption shares of Stock from the registration requirements of the Securities Act. IGLOO HOLDINGS CORPORATION HOLDER By: /s/ Xxxxx Xxxxxx /s/ Xxx Xxxxxx Title: President and CEO Date: October 25, relating to transactions by an issuer not involving a public offering2010 Date: October 25, and that2010 , consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwise.20 Igloo Holdings Corporation Attn: [ ]

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Partnership Company that: (a) The Holder is acquiring the Option and, if and when the Holder exercises the Option, will acquire any Class A Common Units purchased upon such exercise for investment purposes only, for the Holder’s own account, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning of the Securities Act and applicable state securities law; (b) Any subsequent sale of any such Class A Common Units shall be made either pursuant to an effective registration statement under the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (d) : • The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and Stock has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Act, nor qualified under any state securities laws, and that the Class A Common Units may not be offered, it is being offered and sold or otherwise disposed of unless such offer and sale are registered thereunder or pursuant to an exemption from such registration and qualification based in part upon the Holder’s representations contained herein; the Stock is available and that accordingly it may be required being issued to bear Holder hereunder in reliance upon the economic risk exemption from such registration provided by Section 4(2) of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable for transactions by an issuer not involving any public offering, and in connection therewith, the Holder to offer and/or sell acknowledges the Class A Common Units pursuant to Holder’s status as an “accredited investor” within the meaning of Rule 144 501 promulgated under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) ; • The Holder acknowledges that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to is an “accredited investor” as such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”term is defined in Rule 501(a) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it Securities Act and has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has such knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of the purchase of the Class A Common Units as investment contemplated by this OptionGxxxx Xxxxxx, the Offering Memorandum and the Partnership Agreement, and (B) Holder is able to bear the economic risk of the this investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer Company (including a complete loss of this investment); • Except as specifically provided herein or in the Plan, the Holder has no contract, undertaking, understanding, agreement, or arrangement, formal or informal, with any person to sell, transfer, or pledge all or any portion of his Stock, and has no current plans to enter into any such contract, undertaking, understanding, agreement, or arrangement; • The Holder has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, article, or any other form of advertising or general solicitation as to the Company’s sale to the Holder of the Stock; • The Holder is familiar with the business and operations of the Company and has been afforded full and complete access to the books, financial statements, records, contracts, documents, and other information concerning the Company and its proposed activities, and has been afforded an opportunity to ask such questions of the Company’s agents, accountants, and other representatives concerning the Company’s proposed business, operations, financial condition, assets, liabilities, and other relevant matters as he has deemed necessary or desirable, and has been given all such information as has been requested, in order to evaluate the merits and risks of the investment in such Class A Common Unitscontemplated herein; and (m) • The Holder has been informed that the offer shares of Stock are restricted securities under the Securities Act and may not be resold or transferred unless the shares of Stock are first registered under the federal securities laws or unless an exemption from such registration is available; and • The Holder is prepared to hold the shares of Stock for an indefinite period and that the Holder is aware that Rule 144 as promulgated under the Securities Act, which exempts certain resales of restricted securities, is not presently available to exempt the resale of the Class A Common Units is being made pursuant to an exemption shares of Stock from the registration requirements of the Securities Act. IGLOO HOLDINGS CORPORATION HOLDER By: /s/ Cxxxxxxxx Xxxxxxx /s/ Mxxxx Xxxxxx Title: Chief Financial Officer Date: August 4, relating to transactions by an issuer not involving a public offering2010 Date: August 4, and that2010 , consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwise.20 Igloo Holdings Corporation Attn: [ ]

Representations and Warranties of the Holder. The Holder represents and warrants to the Partnership thatCompany as follows: (a) The This Warrant is being issued by the Company to such Holder is acquiring the Option and, if and when the Holder exercises the Option, will acquire any Class A Common Units purchased in reliance upon such exercise Holder’s representation to the Company that such Shares and the Warrant (together, the “Securities”) will be acquired for investment purposes only, for the such Holder’s own account, not as a nominee or agent, and not with a view to the resale or an intent distribution of any part thereof, and that such Holder has no present intention of selling, granting any participation in, or otherwise distributing the same. Such Holder further represents that such Holder does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning of the Securities Act and applicable state securities law; (b) Any subsequent sale of any such Class A Common Units shall be made either pursuant to an effective registration statement under the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information third person with respect to any of the foregoing;Securities. (fb) In evaluating the merits and risks of an investment in Class A Common Units, the Such Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised understands that the offer and sale of the Class A Common Units purchased pursuant to this Option have Securities are not been registered under the Securities Act, Act on the ground that the Class A Common Units may not be offered, sold or otherwise disposed sale and issuance of unless such offer the Shares and sale are registered thereunder or an exemption Warrant is exempt from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable the Holder to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities ActSection 4(2) thereof, and that the Partnership will not be registered as an investment company under Company’s reliance on such exemption is predicated on the Investment Company Act of 1940, as amended;Holder’s representations set forth herein. (kc) The Such Holder acknowledges that believes it has received, within a reasonable time prior to received all the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to information such Holder (as considers necessary or appropriate for deciding whether to acquire the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership AgreementSecurities. The Such Holder has been given the had an opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, from the Partnership, Company regarding the General Partner terms and their respective subsidiaries conditions of the offering of the Securities and the business Company’s business, properties, prospects and prospects of each financial condition and their subsidiaries to obtain additional information (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.extent the Company possessed such information or could acquire it without unreasonable effort or expense) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate verify the merits accuracy of any information furnished to such Holder or to which such Holder had access. The foregoing, however, does not limit or modify the representations and risks related warranties of the Company in Section 9 of this Warrant or the right of such Holder to its rely thereon. (d) Such Holder understands that the Company has a limited financial and operating history and that an investment in the Class A Common Units purchased pursuant Company involves substantial risks. Such Holder is experienced in evaluating and investing in private placement transactions of securities of companies in a similar stage of development to this Option andthat of the Company and acknowledges that such Holder is able to fend for himself, to the extent it has asked such questions herself or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfactionitself. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Such Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has such knowledge and experience in financial and business matters that such that the Holder is capable of evaluating the merits and risks of the purchase of investment in the Class A Common Units as contemplated by this Option, the Offering Memorandum and the Partnership Agreement, and (B) is able to Securities. Such Holder can bear the economic risk of such Holder’s investment and is able, without impairing such Holder’s financial condition, to hold the investment in the Class A Common Units purchased pursuant to this Option Securities for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units; andHolder’s investment. (me) The Such Holder represents to the Company that such Holder is an “accredited investor” within the meaning of Regulation D, Rule 501, as presently in effect, promulgated by the SEC under the Act and shall submit to the Company such further assurances of such status as may be reasonably requested by the Company. (f) In the case of a Holder who is an individual, the state of such Holder’s residency, or, in the case of a Holder that is a corporation, partnership or other entity, the state of such Holder’s principal place of business, has been informed correctly disclosed to the Company. (g) Such Holder understands that the offer of Securities are characterized as “restricted securities” under the Class A Common Units is federal securities laws inasmuch as they are being made pursuant to an exemption acquired from the registration requirements of the Securities Act, relating to transactions by an issuer Company in a transaction not involving a public offeringoffering and that under such federal securities laws and applicable regulations such Securities may be resold without registration under the Act only in certain limited circumstances. In this connection, such Holder represents that it is aware of the provisions of Rule 144 promulgated under the Act which permit limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the securities, the availability of certain current public information about the Company, the resale occurring not less than one year after a party has purchased and paid for the security to be sold, the sale being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the number of shares being sold during any three-month period not exceeding specified limitations. (h) The Company has not, and thatwill not, consequentlyincur, directly or indirectly, as a result of any action taken by such Holder, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in connection with the issuance of this Warrant. (i) Such Holder has reviewed with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by the issuance of the Securities. Such Holder relies solely on such advisors and not on any statements or representations of the Company, the materials relating to Company’s counsel, or any of the offer have Company’s agents. Such Holder understands that it (and not been subject to review and comment the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by the staff issuance of the Securities. (j) Without in any way limiting the representations set forth above, such Holder further agrees not to make any disposition of all or any portion of the Securities unless and Exchange Commission until (X) there is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made in accordance with such registration statement or (Y) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will be exempt from registration under the Act. Notwithstanding the foregoing, no such registration statement or opinion of counsel shall be necessary for a transfer by such Holder (i) to a fund, partnership, limited liability company or other entity that is affiliated with such transferring Holder, (ii) to a partner or member (or retired partner or member) of such transferring Holder, or to the estate of any such partner or member (or retired partner or member), (iii) to such transferring Holder’s spouse, siblings, lineal descendants or ancestors by gift, will or intestate succession or (iv) in compliance with Rule 144(k) (or any other governmental authority successor provision) of the Act so long as the Company is furnished with satisfactory evidence of compliance with such rule; provided, however, that, in the United States case of (i), (ii) or otherwise(iii), the transferee agrees in writing to be subject to the terms hereof to the same extent as if he or she were an original Holder hereunder.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to to, and agrees with, the Partnership thatCompany as follows: (a) The Holder has been furnished with, and has carefully read the applicable form of the Debenture and is acquiring familiar with and understands the Option andterms of the Offering. With respect to tax and other economic considerations involved in his investment, if and when the Holder exercises is not relying on any representation or warranty made by the OptionCompany. The Holder has carefully considered and has, will acquire any Class A Common Units purchased upon to the extent the Holder believes such exercise for discussion necessary, discussed with the Holder's professional legal, tax, accounting and financial advisors the suitability of an investment purposes onlyin the Company, by purchasing the Debentures, for the Holder’s own account, 's particular tax and not with financial situation and has determined that the investment being made by the Holder is a view to or an intent to sell, or to offer suitable investment for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning of the Securities Act and applicable state securities law;Holder. (b) Any subsequent sale of any such Class A Common Units shall be The Holder acknowledges that all documents, records, and books pertaining to this investment which the Holder has requested, have been made either pursuant to an effective registration statement under available for inspection, or the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement;Holder has had access thereto. (c) This Option The Holder has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Offering, and if such opportunity was taken, then all Class A Common Units purchased upon exercise hereof shall be subject such questions have been answered to the terms hereof and full satisfaction of the Partnership Agreement;Holder. (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess not sell, or otherwise dispose of the fair market value Debentures or its underlying shares of the Class A Company’s common stock, par value $0.00001 per share (the “Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely Stock”) issued upon the advice conversion of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had Debentures without registration under the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated Securities Act or applicable state securities laws or compliance with an investment in Class A Common Units exemption therefrom including but not limited to Rule 144(b) and 144(k) under the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; Securities Act (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership“Exemption”). The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option Securities have not been registered under the Securities Act, that Act or under the Class A Common Units may not be offered, sold or otherwise disposed securities laws of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of timeany state. The Holder also understands that Common Stock underlying the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary Securities, is to enable the Holder to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder Company, with the U.S. Securities and Exchange Commission (as the same may be amended or supplemented from time to time“SEC”), the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of the Registration Rights Agreement (attached hereto as Exhibit A) incorporated herein and made a part hereof. (e) The Holder recognizes that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its an investment in the Class A Common Units purchased pursuant to this Option andSecurities is speculative and involves substantial risks, to including loss of the extent it has asked entire amount of such questions or requested such informationinvestment. Further, the Partnership Holder has answered such questions carefully read and supplied such information to considered the Holder’s satisfaction. No representations concerning schedules attached hereto. (f) The Holder understands that no federal or state agency has made any finding or determination regarding the matters set forth above fairness of this Offering of the Securities, or the Common Stock issuable upon conversion of the Debenture for investment, or any other matters related to such investment have been made to recommendation or endorsement of this Offering of the Securities. (g) The Holder except is an “accredited investor” as expressly set forth that term is defined in Rule 501(a) of Regulation D under the Partnership Agreement1933 Act. The Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has such knowledge and experience in financial and business matters such that the Holder it is capable of evaluating the merits and risks of the purchase of the Class A Common Units Securities. The Holder is not registered as contemplated by this Optiona broker or dealer under Section 15(a) of the 1934 Act, affiliated with any broker or dealer registered under Section 15(a) of the Offering Memorandum Securities Exchange Act of 1934, as amended, or a member of the Financial Industry Regulatory Authority. (h) The Holder acknowledges that each certificate representing the Debentures (and the Partnership Agreementshares of Common Stock issued upon conversion of the Debentures), shall be stamped or otherwise imprinted with a legend substantially in the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT. If the Holder sends a Notice of Conversion (attached hereto as Exhibit B), and a registration statement under the Securities Act is in effect as to the sale, then in such event the Company shall have its transfer agent send Holder the appropriate number of shares of Common Stock without restrictive legends (other than a legend referring to the resale registration and prospectus delivery requirements) and not subject to stop transfer instructions. (i) If this Subscription Agreement is executed and delivered on behalf of a corporation or legal entity other than a natural person: (i) such corporation or other entity has the full legal right and power and all authority and approval required (a) to execute and deliver, or authorize execution and delivery of this Subscription Agreement and all other Transaction Documents executed and delivered by or on behalf of such corporation in connection with the purchase of the Securities, and (Bb) is able to bear purchase and hold the economic risk Securities; and (ii) the signature of the party signing on behalf of such corporation or entity is binding upon such corporation. (j) The Holder is not subscribing for the Securities as a result of, or pursuant to, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or meeting, or any other general solicitation. (k) The Holder is purchasing the Securities for its own account for investment, and not with a view toward the resale or distribution thereof, except pursuant to sales registered or exempted from registration under the Securities Act. The Holder has not offered or sold any portion of the Securities being acquired nor does the Holder have any present intention of dividing the Securities with others or of selling, distributing or otherwise disposing of any portion of the Securities either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance in violation of the Securities Act provided, however, that by making the representations herein, the Holder does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act. The Holder is neither an underwriter of, nor a dealer in, the Debentures or the Common Stock issuable upon conversion or exercise, as the case may be, thereof or upon the payment of interest thereon and is not participating in the distribution or resale of the Debentures or the Common Stock issuable upon conversion or exercise, as the case may be, thereof. Notwithstanding anything in this Section to the contrary, the Holder reserves the right to pledge any of the Securities for margin purposes and dispose of the Securities at any time in accordance with federal and state securities laws applicable to such dispositions. (l) The Holder or the Holder's representatives, as the case may be, has such knowledge and experience in financial, tax and business matters so as to enable the Holder to utilize the information made available to the Holder in connection with the Offering to evaluate the merits and risks of an investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units; and (m) The Holder has been informed that the offer of the Class A Common Units is being made pursuant to an exemption from the registration requirements of the Securities Act, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwiseto make an informed investment decision with respect thereto.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Company, intending that the Company rely on such representations and warranties in issuing the Warrant and any Warrant Shares to the Holder, as follows: (A) The Holder is an "accredited investor" as defined under the rules and regulations under the Securities Act and is a sophisticated investor who is fully familiar with the nature of the Company's business or, that the Company has previously acknowledged in writing to the Holder that the Holder need not be an "accredited investor." (B) The Holder understands that the Warrants and the Warrant Shares have not been and will not, in connection with the issuance of the Warrant to the Holder, be registered under the Securities Act, are subject to substantial restrictions on transfer as set forth herein and may not be sold or transferred absent such registration unless the Holder provides the Company with an opinion of counsel which is satisfactory to the Company (both as to the issuer of the opinion and the form and substance thereof) that the Warrant or the Warrant Shares proposed to be transferred may be transferred in reliance on an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. (C) The Holder represents and warrants to the Partnership that: (a) The Holder that it is acquiring the Option and, if and when the Holder exercises the Option, will acquire any Class A Common Units purchased upon such exercise Warrant for investment purposes only, for the Holder’s its own account, as principal, for investment only and not with a view to resale or an intent to sell, distribution and that it will not sell or to offer for resale in connection with otherwise transfer any unregistered distribution, all or any portion of such securities within the meaning of the Securities Act and Warrant or the Warrant Shares, except in accordance with applicable state securities law;laws. (b) Any subsequent sale of any such Class A Common Units shall be made either pursuant to an effective registration statement under the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (dD) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service represents and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees warrants that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Act, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable the Holder to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of the purchase of the Class A Common Units as contemplated by this Option, the Offering Memorandum and the Partnership Agreement, and (B) is able to bear the economic risk of the losing its entire investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time Warrant and can afford to suffer a complete loss of the investment in such Class A Common Units; andWarrant Shares. (mE) The Holder has been informed understands that the offer of Warrant and the Class A Common Units is Warrant Shares are being made pursuant to an exemption offered and sold in reliance on specific exemptions from the registration requirements of the Securities Act, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwise.federal and state securities laws and that the

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Partnership thatCompany as follows: (a) The Holder This Warrant is acquiring the Option and, if and when the Holder exercises the Option, will acquire any Class A Common Units purchased upon being acquired for such exercise for investment purposes only, for the Holder’s 's own account, for investment and not with a view to or an intent to sellto, or to offer for resale in connection with with, any unregistered distribution, all distribution or any portion of such securities public offering thereof within the meaning of the Securities Act Act. Upon the exercise of the rights represented by this Warrant, the Holder shall, if so requested by the Company, confirm in writing, in a form reasonably satisfactory to the Company, that the Warrant Shares issuable upon the exercise of such rights are being acquired for investment and applicable state securities law;not with a view toward distribution or resale thereof. (b) Any subsequent sale of any such Class A Common Units shall be made either pursuant to an effective registration statement under the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option Warrant and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option Warrant Shares have not been registered under the Securities ActAct by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof, and that such Warrant and the Warrant Shares, as the case may be, must be held by the Holder indefinitely, and therefore, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to Holder must bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units such investment, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration requirements. The Holder further understands that the Warrant Shares have not been qualified under the California Securities Law of supplying 1968 (the information which may be necessary to enable "California Law") by reason of their issuance in a transaction exempt from the Holder to offer and/or sell qualification requirements of the Class A Common Units California Law pursuant to Rule 144 under Section 25102(f) thereof, which exemption depends upon, among other things, the Securities Act, and that the Partnership will not be registered as an BONA FIDE nature of such Holder's investment company under the Investment Company Act of 1940, as amended;intent expressed herein. (kc) The Holder acknowledges that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has knowledge and experience in financial and business matters such that the Holder it is capable of evaluating the merits and risks of the purchase of the Class A Common Units as contemplated by this Option, the Offering Memorandum Warrant and the Partnership Agreement, Warrant Shares and of protecting its interests in connection therewith. (Bd) The Holder is able to bear the economic risk of the investment in purchase of the Class A Common Units purchased Warrant Shares pursuant to the terms of this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units; and (m) The Holder has been informed that the offer of the Class A Common Units is being made pursuant to an exemption from the registration requirements of the Securities Act, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwiseWarrant.

Representations and Warranties of the Holder. The Each Holder represents and warrants to the Partnership thatCompany as follows: (a) 5.1 The Holder is acquiring purchasing the Option and, if and when the Holder exercises the Option, will acquire any Class A Common Units purchased upon such exercise Warrants for its own account for investment purposes only, for only and not with a view toward the Holder’s own account, public sale or distribution thereof and not with a view to or an intent to sell, or to offer for resale sale in connection with any unregistered distributiondistribution thereof. 5.2 The Holder is (i) an accredited investor as that term is defined in Rule 501 of the General Rules and Regulations under the Act by reason of Rule 501(a)(3), all (ii) experienced in making investments of the kind described in this Agreement, and the related documents, (iii) able, by reason of the business and financial experience of its officers and professional advisors (who are not affiliated with or compensated in any way by the Company or any portion of such securities within the meaning of the Securities Act and applicable state securities law; (b) Any subsequent sale of any such Class A Common Units shall be made either pursuant its affiliates or selling agents), to an effective registration statement under the Securities Act or otherwise protect its own interests in compliance therewith and in all events in compliance connection with the Partnership transactions described in this Agreement;, and the related documents, and (iv) able to afford the entire loss of its investment in the Warrants. (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (d) The 5.3 Each Holder understands that the Warrants are being offered and issued to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon exercise the truth and accuracy of, and the Holder's compliance with, the representations, warranties, agreements, acknowledgments and understandings of this Option he will be deemed the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the Warrants. 5.4 Each Holder and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and issuance of the Warrants which have been requested by the Internal Revenue Service Holder. The Holder and pertinent state tax authorities its advisors, if any, have been afforded the opportunity to ask questions of the Company and have received what it believes to be in receipt of taxable income in an amount equal complete and satisfactory answers to any such inquiries. Without limiting the excess generality of the fair market value of foregoing, the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time obtain and to consult with such counsel regarding review the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; Company's (f1) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing Annual Report on Form 10-KSB for the purchase of Class A Common Units as a result of or subsequent to any advertisementfiscal year ended June 30, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Act, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable the Holder to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 19401996, as amended;, (2) Quarterly Reports on Forms 10-QSB for the fiscal quarters ended September 30, 1996, December 31, 1996 and March 31, 1997, (3) Current Report on Form 8-K, dated March 20, 1997, (4) the Solicitation Statement, (5) Registration Statement as declared effective by the SEC on September 6, 1996, in each case as filed with the SEC. The filings with the SEC described in items (1), (2), (3) and (5) are hereinafter collectively referred to as the "SEC Filings." (k) 5.5 The Holder acknowledges understands that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to Warrants and the extent it has asked such questions Preferred Stock involves a high degree of risk. 5.6 The Holder understands that no United States federal or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above state agency or any other matters related government or governmental agency has passed on or made any recommendation or endorsement of the Warrants or the Preferred Stock. 5.7 This Agreement has been duly and validly authorized, executed and delivered on behalf of each of the Holders and is the valid and binding agreement of each Holder enforceable in accordance with its terms, subject as to such investment have been made enforceability to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorneygeneral principles of equity and to bankruptcy, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holderinsolvency, including the tax moratorium and other economic considerations related to similar laws affecting the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility enforcement of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of the purchase of the Class A Common Units as contemplated by this Option, the Offering Memorandum and the Partnership Agreement, and (B) is able to bear the economic risk of the investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units; and (m) The Holder has been informed that the offer of the Class A Common Units is being made pursuant to an exemption from the registration requirements of the Securities Act, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwisecreditors' rights generally.

Representations and Warranties of the Holder. The As a material inducement for the Company’s entrance into this Warrant, the Holder represents represents, warrants, covenants and warrants acknowledges to the Partnership Company that: (a) The Holder is acquiring understands that the Option and, if and when the Holder exercises the Option, will acquire any Class A Common Units purchased upon such exercise for investment purposes only, for the Holder’s own account, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning acquisition of the Securities Act and applicable state securities law; (b) Any subsequent sale shares of any such Class A Common Units shall be made either Zamba’s NextNet Stock pursuant to an effective registration statement under the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), that or applicable state securities laws. Instead, Holder will acquire the Class A Common Units may not be offeredShares pursuant to exemptions from such laws and in doing so is relying on, sold or otherwise disposed of unless such offer among other things, the Holder’s representations, warranties, covenants and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. acknowledgements contained herein. (b) The Holder also understands that the Partnership does not have any intention is an “accredited investor” as such term is defined in Rule 501(a) of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable the Holder to offer and/or sell the Class A Common Units pursuant to Rule 144 Regulation D under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act further represented in Section 5 of 1940, as amended;this Agreement. (kc) The Holder acknowledges that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has sufficient knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of investing in the shares of Zamba’s NextNet Stock, and the Holder is thoroughly familiar with NextNet’s business, financial condition and prospects. (d) The Holder has been provided with or given access to such information concerning NextNet, including, but not limited to, its business, financial condition and prospects (collectively, “NextNet’s Business”), as the Holder has requested and/or deems necessary and has utilized such information to the Holder’s satisfaction for the purpose of making an investment in the shares of Zamba’s NextNet Stock pursuant to the terms hereof. The Holder hereby acknowledges that it has made its own independent investigation of NextNet’s Business and that it is not relying on any information which may been provided by the Company, including, but not limited to, the Company’s officers, directors, employees, agents and other representatives (collectively, the “Company Representatives”), in connection with its acquisition of this Warrant and of the shares of Zamba’s NextNet Stock. The Holder hereby agrees to indemnify and hold harmless each Company Representative in connection with any loss, claim or demand which the Holder now has or in the future may have in connection with its acquisition of the shares of Zamba’s NextNet Stock pursuant to the terms hereof. (e) The Holder understands that the acquisition of the shares of Zamba’s NextNet Stock is a highly speculative investment and involves a high degree of risk. The Holder acknowledges that it may not ever be able to resell the shares of Zamba’s NextNet Stock purchased pursuant to the terms hereof, whether at the price paid by the Holder or otherwise. The Holder believes that the investment in the shares of Zamba’s NextNet Stock is suitable based upon the Holder’s investment objectives and financial needs and the Holder has adequate means of providing for current financial needs and personal contingencies, has no need for liquidity of investment with respect to the shares of Zamba’s NextNet Stock and can afford a complete loss of such investment. (f) The Holder is acquiring the shares of Zamba’s NextNet Stock for its own account, for investment purposes only, and without the intention of reselling or redistributing the same. (g) The Holder is aware that, in the view of the Securities and Exchange Commission, a purchase of the Class A Common Units as shares of Zamba’s NextNet Stock with an intent to resell by reason of any foreseeable specific contingency or anticipated change in market values, or any change in NextNet’s condition, or in connection with a contemplated by this Optionliquidation or settlement of any loan obtained for the acquisition of the shares of Zamba’s NextNet Stock and for which such shares were pledged, would constitute an intent inconsistent with the foregoing representation. (h) If, contrary to the Holder’s foregoing intentions, it should later desire to dispose of or transfer any of the shares of Zamba’s NextNet Stock in any manner, the Offering Memorandum undersigned shall not do so without (i) first obtaining an opinion of counsel satisfactory to NextNet that such proposed disposition or transfer may lawfully be made without registration pursuant to the Securities Act and applicable state securities laws or (ii) registering the Partnership Agreementresale of such shares under the Securities Act and applicable state securities laws. (i) Neither the Company nor NextNet has any obligation to register the shares of Zamba’s NextNet Stock for resale under the Securities Act or any applicable state securities laws, or to take any other action which would facilitate the availability of federal or state registration exemptions in connection with any resale of such shares. Accordingly, the Holder may be prohibited by law from selling or otherwise transferring or disposing of the Shares and (B) is able likely will may have to bear the economic risk of the its investment in the Class A Common Units purchased pursuant to this Option NextNet for an indefinite period period. (j) The Holder, if other than an individual, represents that (a) the Holder was not organized for the specific purpose of time acquiring the shares of Zamba’s NextNet Stock; and can afford to suffer a complete loss (b) this Agreement has been duly authorized by all necessary action on the part of the Holder, has been duly executed by an authorized officer or representative of the Holder, and is a legal, valid, and binding obligation of the Holder enforceable in accordance with its terms. (k) There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of Holder who might be entitled to any fee or commission from the Company or NextNet upon consummation of the transactions contemplated by this Agreement. (l) Holder agrees to be bound by the transfer restrictions described in such Class A Common Units; andSection 3.6 of the Zamba Purchase Agreement. (m) The Holder has been informed acknowledges that the offer provisions of the Class A Common Units is being made Right of First Refusal Agreement shall continue to apply to the shares of Zamba’s NextNet Stock acquired by Holder. (n) Holder acknowledges that he or she has already received a copy of the Investors’ Rights Agreement. Holder understands that, pursuant to an exemption from the terms of the Investors’ Rights Agreement, the registration requirements rights described in Section 1 and the right of the Securities Act, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the first offer described in Section 2.6 thereof have not been assigned to the Holder by the Company. Accordingly, the Holder is not entitled to any registration rights or rights of first offer with respect to the Holder’s ownership of the shares of Zamba’s NextNet Stock purchased pursuant to the terms hereof. (o) Holder acknowledges that the shares of Zamba’s NextNet Stock shall continue to be subject to review the terms and comment by the staff conditions of the Securities Zamba Purchase Agreement, the Investors’ Rights Agreement, and Exchange Commission the Voting Agreement, except for the provisions of those agreements that, by their nature, are not transferable or assignable to Holder. (p) Until such time as Zamba beneficially holds fewer than 100,000 shares of NextNet Series A Preferred Stock, Holder shall vote or act with respect to any other governmental authority in and all of its shares of NextNet Series A Preferred Stock acquired hereunder so as to elect the United States or otherwisenominee of Zamba to be the representative of the Series A shareholders on the NextNet Board of Directors. (q) Holder has informed the purchasers under the Stock Purchase Agreements of the rights granted to Holder pursuant to this Warrant, including the number of shares Holder is eligible to purchase, the exercise price of the Warrant, and the term of the Warrant.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to to, and agrees with, the Partnership thatCompany as follows: (a) The Holder has been furnished with, and has carefully read the applicable form of Warrant, Debenture Registration Rights Agreement, and the Debenture and is acquiring familiar with and understands the Option andterms of the Offering. With --- respect to tax and other economic considerations involved in his investment, if and when the Holder exercises is not relying on the OptionCompany. The Holder has carefully considered and has, will acquire any Class A Common Units purchased upon to the extent the Holder believes such exercise for discussion necessary, discussed with the Holder's professional legal, tax, accounting and financial advisors the suitability of an investment purposes onlyin the Company, by purchasing the Debentures and Warrants, for the Holder 's particular tax and financial situation and has determined that the investment being made by the Holder is a suitable investment for the Holder’s own account, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning of the Securities Act and applicable state securities law;. (b) Any subsequent sale The Holder acknowledges that all documents, records, and books pertaining to this investment which the Holder has requested, have been made available for inspection, or the Holder has had access thereto. (c) The Holder has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Offering, and if such opportunity was taken, then all such questions have been answered to the full satisfaction of the Holder. (d) The Holder will not sell, or otherwise dispose of the Debentures, Warrants or the Common Stock issued upon conversion of the Debentures or Warrants without registration under the 1933 Act or applicable state securities laws or compliance with an exemption therefrom including but not limited to: Rule 144A or 144(k), promulgated under the Securities Act of 1933 (herein after referred to as an "Exemption"). The Debentures and Warrants have not been registered under the 1933 Act or under the securities laws of any state. Resales of the Common Stock underlying the Debentures and Warrants or issued in payment of accrued interest on the Debentures are to be registered by the Company pursuant to the terms of the Debenture Registration Rights Agreement incorporated herein and made a part hereof. (e) The Holder recognizes that an investment in the Debentures and Warrants involves substantial risks, including loss of the entire amount of such Class A investment. Further, the Holder has carefully read and considered the schedules attached hereto. (f) The Holder acknowledges that each certificate representing the Debentures and Warrants (and the shares of Common Units shall be made either Stock issued upon conversion of the Debentures or Warrants, unless registered or issued pursuant to an effective Exemption) or in payment of interest on the Debentures shall be stamped or otherwise imprinted with a legend substantially in the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT. If the Holder sends a Notice of Conversion (See Exhibit A attached hereto), and provided a registration statement under the Securities Act or otherwise of 1933 is in compliance therewith effect as to the sale, then in such event the Company shall have its transfer agent send Holder the appropriate number of shares of Common Stock without restrictive legends (other than a legend referring to the resale registration and in all events in compliance with the Partnership Agreement; (cprospectus delivery requirements) This Option and all Class A Common Units purchased upon exercise hereof shall be not subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors;stop transfer instructions. (g) At no time was any oral representation made If this Subscription Agreement is executed and delivered on behalf of a corporation or legal entity other than a natural person: (i) such corporation or other entity has the full legal right and power and all authority and approval required (a) to the Holder relating to the Option execute and deliver, or authorize execution and delivery of this Subscription Agreement and all other Transaction Documents executed and delivered by or on behalf of such corporation in connection with the purchase of any securities upon exercise thereof the Debentures and Warrants, and (b) to purchase and hold the Holder was not presented with or solicited by any promotional meeting or material relating to Debentures and Warrants; and (ii) the Option or any securities signature of the Partnership. party signing on behalf of such corporation or entity is binding upon such corporation. (h) The Holder is not subscribing for the purchase of Class A Common Units Debentures or Warrants as a result of of, or subsequent to pursuant to, any advertisement, article, notice or other communication published in any newspapersnewspaper, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office radio or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office presented at any seminar or residence address changes;meeting. (i) The Holder is purchasing the Debentures and Warrants for its own account for investment, and not with a view toward the resale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act. The Holder has not offered or sold any portion of the Debentures and Warrants being acquired nor does not the Holder have any present intent to resell intention of dividing the Debentures or distribute all Warrants with others or of selling, distributing or otherwise disposing of any part portion of the Holder’s Class A Debentures or Warrants either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance in violation of the 1933 Act provided, however, that by making the representations herein, the Holder does not agree to hold any of the Debentures, Warrants or shares of Common Units purchased Stock underlying the Debentures or Warrants, for any minimum or other specific term and reserves the right to dispose of the Debentures, Warrants or shares of Common Stock underlying the Debentures or Warrants, at any time in accordance with or pursuant to this Option;a registration statement or an exemption under the 1933 Act. The Holder is neither an underwriter of, nor a dealer in, the Debentures, Warrants or the Common Stock issuable upon conversion thereof or upon the payment of interest thereon and is not participating in the distribution or resale of the Debentures or the Common Stock issuable upon conversion or exercise thereof. (j) The Holder or the Holder's representatives, as the case may be, has been advised that the offer such knowledge and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Actexperience in financial, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer tax and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary business matters so as to enable the Holder to offer and/or sell utilize the Class A Common Units pursuant information made available to Rule 144 under the Securities Act, Holder in connection with the Offering to evaluate the merits and that the Partnership will not be registered as risks of an investment company under in the Investment Company Act of 1940, Debentures and Warrants and to make an informed investment decision with respect thereto. The Holder is an "accredited investor" as amended;defined in Regulation D. (k) The Holder acknowledges that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officersits affiliates has not, directorswill not and will not cause any person or entity, employeesdirectly or indirectly, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis to engage in "short sales" of the likelihood of success of its investment Company's Common Stock as long as the Transaction Documents remain in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of the purchase of the Class A Common Units as contemplated by this Option, the Offering Memorandum and the Partnership Agreement, and (B) is able to bear the economic risk of the investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units; and (m) The Holder has been informed that the offer of the Class A Common Units is being made pursuant to an exemption from the registration requirements of the Securities Act, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwiseeffect.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Partnership thatCompany as follows: (a) The Holder This Warrant is acquiring the Option and, if and when the Holder exercises the Option, will acquire any Class A Common Units purchased upon being acquired for such exercise for investment purposes only, for the Holder’s own account, for investment and not with a view to or an intent to sellto, or to offer for resale in connection with with, any unregistered distribution, all distribution or any portion of such securities public offering thereof within the meaning of the Securities Act Act. Upon the exercise of the rights represented by this Warrant, the Holder shall, if so requested by the Company, confirm in writing, substantially in the form attached as Exhibit “C” hereto, that, among other things, the Warrant Shares issuable upon the exercise of such rights are being acquired for investment and applicable state securities law;not with a view toward distribution or resale thereof. (b) Any subsequent sale of any such Class A Common Units shall be made either pursuant to an effective registration statement under the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option Warrant and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option Warrant Shares have not been registered under the Securities ActAct by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof and Regulation D thereunder, and that such Warrant and the Warrant Shares, as the case may be, must be held by the Holder indefinitely, and therefore, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to Holder must bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units such investment, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration requirements. The Holder further understands that the Warrant Shares have not been qualified under the California Securities Law of supplying 1968 (the information which may be necessary to enable “California Law”) by reason of their issuance in a transaction exempt from the Holder to offer and/or sell qualification requirements of the Class A Common Units California Law pursuant to Rule 144 under Section 25102(f) thereof, which exemption depends upon, among other things, the Securities Act, and that the Partnership will not be registered as an bona fide nature of such Holder’s investment company under the Investment Company Act of 1940, as amended;intent expressed herein. (kc) The Holder acknowledges that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has knowledge and experience in financial and business matters such that the Holder it is capable of evaluating the merits and risks of the purchase of the Class A Common Units as contemplated by this Option, the Offering Memorandum Warrant and the Partnership Agreement, Warrant Shares and of protecting its interests in connection therewith. (Bd) The Holder is able to bear the economic risk of the investment in purchase of the Class A Common Units purchased Warrant Shares pursuant to the terms of this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units; andWarrant. (me) The Holder has been informed that is an “accredited investor” within the offer meaning of the Class A Common Units is being made pursuant to an exemption from the registration requirements Rule 501 of the Securities ActRegulation D, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority as presently in the United States or otherwiseeffect.

Representations and Warranties of the Holder. The Each Holder represents and warrants to the Partnership that: (a) The Holder is acquiring 5.1 it has the Option andauthority to enter into the transactions and consummate the transactions contemplated herein and such transactions shall not contravene any contractual, if and when the Holder exercises the Optionregulatory, will acquire any Class A Common Units purchased upon such exercise for investment purposes only, for statutory or other obligation or restriction applicable to the Holder’s own account; 5.2 this Agreement has been duly and validly authorized, executed and delivered by the Holder, and not shall constitute a legal, valid, and binding obligation of the Holder, enforceable against it in accordance with a view to or an intent to sellits terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or to offer for resale similar laws affecting the enforcement of creditors’ rights generally and general equitable principles whether in connection with any unregistered distribution, all a proceeding in equity or any portion of such securities at law; 5.3 it is an “accredited investor” within the meaning of the Securities Act and applicable state securities law; (b) Any subsequent sale Rule 501 of any such Class A Common Units shall be made either pursuant to an effective registration statement under the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option have not been registered Regulation D promulgated under the Securities Act, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable the Holder to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges that 5.4 it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has sufficient knowledge and experience in financial and business matters such that so as to be capable of bearing the Holder economic risks of participation in this Agreement, and it is capable of evaluating the merits and risks of participating in this Agreement, including any risks associated with surrendering certain rights related to the purchase Warrant; 5.5 it has received any and all information requested by the Holder for the Holder to make a decision to enter into this Agreement and the transactions contemplated hereby. The Holder has had an opportunity to discuss the Company’s business, management and financial affairs with the Company and its representatives and has had the opportunity to review the Company’s operations. The Holder has also had a full opportunity to ask questions of and receive answers from the Company and its management in connection with the transactions contemplated hereby. Except as expressly set forth in this Agreement, the Holder acknowledges and agrees that the Company has made no other representation or warranty regarding the operations, business, prospects or condition (financial or otherwise) of the Class A Common Units as contemplated Company or its affiliates; 5.6 it acknowledges that it is not relying, and has not relied, upon any statement, advice (whether legal, tax, financial, accounting or other), representation or warranty made by this Optionany entity or person including, without limitation, the Offering Memorandum and Company or any of its affiliates or representatives, except for (a) the Partnership Agreementpublicly available filings made by the Company with the Commission under the Exchange Act, and (Bb) the statements, representations and warranties made by the Company in this Agreement; 5.7 it is able the sole legal and beneficial owner of its Warrant, and has good, valid and marketable title to bear the economic risk such Warrant, free and clear of the investment any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto. It has not, in whole or in part, (a) assigned, transferred, hypothecated, pledged or otherwise disposed of its Warrant or its rights in the Class A Common Units purchased pursuant Warrant, or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common UnitsWarrant; and (m) The Holder has been informed that the offer 5.8 it is not an affiliate of the Class A Common Units Company as such term is being made pursuant to an exemption from the registration requirements of defined in Rule 144 promulgated under the Securities Act, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwise.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to to, and agrees with, the Partnership thatCompany as follows: (a) The Holder has been furnished with, and has carefully read the applicable form of Debenture Registration Rights Agreement, and the Debenture and is acquiring familiar with and understands the Option andterms of the Offering. With respect to - tax and other economic considerations involved in his investment, if and when the Holder exercises is not relying on the OptionCompany. The Holder has carefully considered and has, will acquire any Class A Common Units purchased upon to the extent the Holder believes such exercise for discussion necessary, discussed with the Holder 's professional legal, tax, accounting and financial advisors the suitability of an investment purposes onlyin the Company, by purchasing the Debentures, for the Holder 's particular tax and financial situation and has determined that the investment being made by the Holder is a suitable investment for the Holder’s own account, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning of the Securities Act and applicable state securities law;. (b) Any subsequent sale The Holder acknowledges that all documents, records, and books pertaining to this investment which the Holder has requested have been made available for inspection or the Holder has had access thereto. (c) The Holder has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Offering and if such opportunity was taken then all such questions have been answered to the full satisfaction of the Holder. (d) The Holder will not sell, or otherwise dispose of the Debentures or the Common Stock issued upon conversion of the Debentures without registration under the 1933 Act or applicable state securities laws or compliance with an exemption therefrom including but not limited to: Rule 144A, 144 (k) (herein after referred to as an "Exemption"). The Debentures have not been registered under the 1933 Act or under the securities laws of any state. Resales of the Common Stock underlying the Debentures or issued in payment of accrued interest on the Debentures are to be registered by the Company pursuant to the terms of the Debenture Registration Rights Agreement incorporated herein and made a part hereof. (e) The Holder recognizes that an investment in the Debentures involves substantial risks, including loss of the entire amount of such Class A investment. Further, the Holder has carefully read and considered the schedules attached hereto. (f) The Holder acknowledges that each certificate representing the Debentures (and the shares of Common Units Stock issued upon conversion of the Debentures, unless registered or with an Exemption) or in payment of interest on the Debentures shall be made either pursuant to an effective stamped or otherwise imprinted with a legend substantially in the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT. If Xxxxxx sends a Notice of Conversion (See Exhibit A attached hereto), and provided a registration statement under the Securities Act or otherwise of 1933 is in compliance therewith effect as to the sale, then in such event the Company shall have its transfer agent send Holder the appropriate number of shares of Common Stock without restrictive legends (other than a legend referring to the resale registration and in all events in compliance with prospectus delivery requirements) and the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be Company is not subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors;stop transfer instructions. (g) At no time was any oral representation made If this Subscription Agreement is executed and delivered on behalf of a corporation or legal entity other than a natural person: (i) such corporation or other entity has the full legal right and power and all authority and approval required (a) to execute and deliver, or authorize execution and delivery of this Subscription Agreement and all other instruments (including, without limitation, the Holder relating to the Option Debenture Registration Rights Agreement, Irrevocable Transfer Agent Agreement, Security Agreement, Warrant Agreement and Debenture Agreements) executed and delivered by or on behalf of such corporation in connection with the purchase of any securities upon exercise thereof the Debentures and (b) to purchase and hold the Holder was not presented with or solicited by any promotional meeting or material relating to Debentures; and (ii) the Option or any securities signature of the Partnership. party signing on behalf of such corporation or entity is binding upon such corporation. (h) The Holder is not subscribing for the purchase of Class A Common Units Debentures as a result of of, or subsequent to pursuant to, any advertisement, article, notice or other communication published in any newspapersnewspaper, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office radio or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office presented at any seminar or residence address changes;meeting. (i) The Holder is purchasing the Debentures for its own account for investment, and not with a view toward the resale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act. The Holder has not offered or sold any portion of the Debentures being acquired nor does not the Holder have any present intent to resell intention of dividing the Debentures with others or distribute all of selling, distributing or otherwise disposing of any part portion of the Holder’s Class A Common Units purchased Debentures either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance in violation of the 1933 Act provided, however, that by making the representations herein, Holder does not agree to hold any of the Debentures for any minimum or other specific term and reserves the right to dispose of the Debentures at any time in accordance with or pursuant to this Option;a registration statement or an exemption under the 1933 Act. Xxxxxx is neither an underwriter of, nor a dealer in, the Debentures or the Common Stock issuable upon conversion thereof or upon the payment of interest thereon and is not participating in the distribution or resale of the Debentures or the Common Stock issuable upon conversion or exercise thereof. (j) The Holder or the Holder's representatives, as the case may be, has been advised that the offer such knowledge and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Actexperience in financial, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer tax and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary business matters so as to enable the Holder to offer and/or sell utilize the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges that it has received, within a reasonable time prior information made available to the sale, Holder in connection with the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its of an investment in the Class A Common Units purchased pursuant Debentures and to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such make an informed investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor decision with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of the purchase of the Class A Common Units as contemplated by this Option, the Offering Memorandum and the Partnership Agreement, and (B) is able to bear the economic risk of the investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units; and (m) The Holder has been informed that the offer of the Class A Common Units is being made pursuant to an exemption from the registration requirements of the Securities Act, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwisethereto.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Partnership thatCompany that the statements contained in the following paragraphs of this Section 7(b) are all true and correct as of the date hereof: (ai) The Holder is acquiring understands that (A) the Option andConversion Shares, if the Warrant and when the Holder exercises shares of common stock issuable upon exercise of the OptionWarrant (the “Warrant Shres”) at the time of their issuance will not be registered under the Securities Act of 1933, will acquire any Class A Common Units purchased upon such exercise for investment purposes only, for as amended (the Holder’s own account, and not with a view to or an intent to sell“Securities Act”), or to offer for resale any state securities laws by reason of their issuance in connection with any unregistered distribution, all or any portion of such securities within a transaction exempt from the meaning registration requirements of the Securities Act and applicable state securities law;laws, (B) the Conversion Shares, the Warrant and the Warrant Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and applicable state securities laws or is exempt from such registration, and (C) Rule 144 promulgated under the Securities Act, which permits limited resales of restricted securities, is not currently available with respect to resales of the Conversion Shares, the Warrant and the Warrant Shares and may not become available. (bii) Any subsequent The Holder is acquiring the Conversion Shares and the Warrant, and will acquire the Warrant Shares, for his own account and not with a view to, or for sale of in connection with, directly or indirectly, any such Class A Common Units shall be made either pursuant to an effective distribution thereof that would require registration statement under the Securities Act or applicable state securities laws or would otherwise in compliance therewith and in all events in compliance with violate the Partnership Agreement;Securities Act or such state securities laws. (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (eiii) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option relied upon independent investigations made by him or his representatives and the Partnership Agreement, the Holder has received, is fully familiar with such documentsthe business, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future results of operations, financial condition, prospects and does not desire any additional information with respect to any other affairs of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common UnitsCompany, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Act, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable the Holder to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documentsdiscuss the Company’s business, management and financial affairs with the Company’s management, and has had the opportunity to examine all relevant documents and to ask questions of, and to receive answers about such documentsfrom, the PartnershipCompany and its management. (iv) The Holder realizes that the Conversion Shares, the General Partner and their respective subsidiaries Warrant and the business and prospects Warrant Shares are speculative investments involving a high degree of each and their subsidiaries risk for which there is no assurance of any return. (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.v) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has such knowledge and experience in financial and business matters such that affairs, including investing in companies similar to the Holder Company, and is capable of evaluating determining the information necessary to make an informed investment decision, of requesting such information from the Company, and of utilizing the information that he has received from the Company to evaluate the merits and risks of his investment in the purchase of the Class A Common Units as contemplated by this Option, the Offering Memorandum Conversion Shares and the Partnership Agreement, Warrant and his agreement to the Note Deferral. (Bvi) The Holder is able to bear the economic risk of the his investment in the Class A Common Units purchased pursuant to this Option Conversion Shares, the Warrant and the Warrant Shares and understands that he must do so for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units; andtime. (mvii) The Holder is aware that no national, state, municipal, or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof has been informed that passed upon or made any finding or determination concerning the offer fairness of the Class A Common Units is being made pursuant to an exemption from the registration requirements of the Securities Act, relating to transactions contemplated by an issuer not involving a public offeringthis Agreement, and thatthat he must forego the security, consequentlyif any, that such a review would provide. (viii) The Holder understands and acknowledges that neither the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or IRS nor any other governmental entity has been asked to rule on the Tax consequences of the transactions contemplated by this Agreement and, accordingly, in making his decision to approve the transactions contemplated by this Agreement, he has relied upon the investigations of his own Tax and business advisors in addition to his own independent investigations as to, and that the Holder and his advisors have fully considered all of the Tax consequences of, the transactions contemplated by this Agreement. For purposes hereof, “Tax” and “Taxes” includes (A) any federal, state, local or foreign income, gross receipts, capital, franchise, import, goods and services, value added, sales and use, estimated, alternative minimum, add-on minimum, sales, use, transfer, registration, excise, natural resources, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, capital stock, social security, unemployment, disability, payroll, license, employee withholding, unclaimed property, escheat or other tax of any kind whatsoever, including any interest, penalties or additions to tax or additional amounts in respect of the foregoing, (B) any liability for the payment of any amounts of the type described in (A) as a result of being a member of a consolidated, combined, unitary or aggregate group for any Taxable period, and (C) any liability for the payment of any amounts of the type described in (A) or (B) as a result of being a transferee or successor to any person or as a result of any express or implied obligation to indemnify any other person. (ix) The Holder understands that the Conversion Shares, the Warrant and the Warrant Shares will bear the following legend (or a substantially similar legend): “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY TO THE ISSUER OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE ISSUER, THAT SUCH DISPOSITION WILL NOT REQUIRE REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED.” (x) This Agreement, and upon execution and delivery, the Registration Agreement, will be valid and binding obligations of the Holder, enforceable in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, moratorium and other laws of general application affecting the enforcement of creditors’ rights. (xi) No consent, approval, order or authorization of, or designation, registration, declaration or filing with, any federal, state, local or other governmental authority on the part of the Holder is required in connection with the United States valid execution and delivery of this Agreement or otherwisethe Registration Agreement or the issuance of the Conversion Shares, the Convertible Note or the Warrant.

Representations and Warranties of the Holder. The Holder represents and warrants to the Partnership Company that: (a) The the Holder is acquiring the Option Class B Restricted Units and, if and when the Holder exercises the Optionbecomes vested, will acquire any unrestricted Class A Common B Restricted Units purchased upon such exercise for investment purposes only, for the Holder’s own account, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning of the Securities Act and applicable state securities law; (b) Any any subsequent sale of any such Class A Common B Restricted Units shall be made either pursuant to an effective registration statement under the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement; (c) This Option this Grant Agreement and all Class A Common B Restricted Units purchased upon exercise hereof received pursuant hereto shall be subject to the terms hereof and of the Partnership Agreement; (d) The the Holder understands that upon exercise that, absent an election under section 83(b) of this Option the Code, when the Class B Restricted Units become free from a substantial risk of forfeiture he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common B Restricted Units purchased awarded hereunder over and the price paid therefor, if any, and, that if he makes an election under section 83(b) of the Code, the excess of the fair market value of the Class B Restricted Units awarded hereunder and further understands the price paid therefor, will be included in income upon the grant of the Class B Restricted Units, and that there are other tax consequences associated with holding Class A Common Units and he has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The the Holder has had the opportunity to consult with counsel, has received, is familiar with and has had adequate time to consult with such counsel regarding the terms of this Option Grant Agreement and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in the Class A Common B Restricted Units and the uncertainty with respect to the PartnershipCompany’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In in evaluating the merits and risks of an investment in Class A Common B Restricted Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At at no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof Class B Restricted Units and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option Class B Restricted Units or any securities of the PartnershipCompany. The Holder is not subscribing for acquiring the purchase of Class A Common B Restricted Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio;. (h) The the Holder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act, and the rules and regulations in effect thereunder because such person falls within one or more categories set forth on Exhibit A and has checked the box(es) next to the applicable Section(s) of such Exhibit A; (i) the Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership Company in writing if the Holder’s principal office or residence address changes; (ij) The the Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this OptionB Restricted Units; (jk) The the Holder has been advised that the offer and sale of the Class A Common B Restricted Units purchased pursuant to this Option have not been registered under the Securities Act, that the Class A Common B Restricted Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common B Restricted Units for an indefinite period of time. The Holder also understands that the Partnership Company does not have any intention of registering the offer and sale of the Class A Common B Restricted Units under the Securities Act or of supplying the information which may be necessary to enable the Holder to offer and/or sell the Class A Common B Restricted Units pursuant to Rule 144 under the Securities Act, and that the Partnership Company will not be registered as an investment company under the Investment Company Act of 1940, as amended; (kl) The the Holder acknowledges that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership Company to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the PartnershipCompany, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common B Restricted Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership Company has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership Company is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership Company or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership Company and made its own decision to enter into this Grant Agreement and make the investment contemplated herein; (lm) The the Holder (A) has knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of the purchase of the Class A Common B Restricted Units as contemplated by this OptionGrant Agreement, the Offering Memorandum and the Partnership Agreement, and (B) is able to bear the economic risk of the investment in the Class A Common B Restricted Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common B Restricted Units; and (mn) The Holder has been informed that the offer of the Class A Common B Restricted Units is being made pursuant to an exemption from the registration requirements of the Securities Act, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwise.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Partnership Company that: (a) The Holder is acquiring the Option and, if and when the Holder exercises understands that neither the Option, will acquire any Class A Common Units purchased Options nor the Stock issuable upon such exercise for investment purposes only, for the Holder’s own account, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning of thereof has been registered under the Securities Act and applicable of 1933, as amended (the “Securities Act”), nor qualified under any state securities lawlaws, and that they are being offered and sold pursuant to an exemption from such registration and qualification based in part upon such Holder’s representations contained herein; (b) Any subsequent sale of any such Class A Common Units shall be made either pursuant to an effective registration statement under the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Act, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable the Holder to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of the purchase of the Class A Common Units as investment contemplated by this Option, the Offering Memorandum Agreement; and the Partnership Agreement, and (B) Holder is able to bear the economic risk of the this investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer Company (including a complete loss of the investment in such Class A Common Units; andthis investment); (mc) The the Holder has been informed recognizes that no public market exists for the offer Stock, and none will exist in the future; that it must bear the economic risk of this investment indefinitely unless the Class A Common Units Stock is being made registered pursuant to the Securities Act or an exemption from such registration is available, and unless the registration requirements disposition of such Stock is qualified under applicable state securities laws or an exemption from such qualification is available, and that the Company has no obligation or present intention of so registering the Stock; understands that there is no assurance that any exemption from the Securities Act will be available, or, if available, that such exemption will allow the Holder to transfer any or all of the Stock, in the amounts, or at the times the Holder might propose; understands that at the present time Rule 144 (“Rule 144”) promulgated under the Securities Act, relating to transactions Act by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission is not applicable to sales of the Stock because it is not registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and there is not publicly available the information concerning the Company specified in Rule 144; acknowledges that the Company is not presently under any obligation to register under Section 12 of the Exchange Act or to make publicly available the information specified in Rule 144 and that it may never be required to do so; (d) the Holder is acquiring the Options (and the Stock issuable upon exercise thereof) solely for his own account for investment and not with a view toward the resale, transfer, or distribution thereof, nor with any present intention of distributing the Options or the Stock. Except as specifically provided herein, and except pursuant to agreements previously entered into by the Holder with the Company, no other person has any right with respect to, or interest in, the Options or the Stock to be purchased by the Holder upon exercise thereof, nor has the Holder agreed to give any person any such interest or right in the future; (e) except as specifically provided herein, and except for contracts or agreements with the Company, the Holder has no contract, undertaking, understanding, agreement or arrangement, faunal or informal, with any person to sell, transfer or pledge all or any portion of the Options or Stock, and has no current plans to enter into any such contract, undertaking, understanding, agreement or arrangement; (f) the Holder has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, article or any other governmental authority form of advertising or general solicitation as to the Company’s sale to such Holder of the Options or Stock; and (g) the Holder is familiar with the business and operations of the Company and has been afforded full and complete access to the books, financial statements, records, contracts, documents and other information concerning the Company and its proposed activities, and has been afforded an opportunity to ask such questions of the Company’s agents, accountants and other representatives concerning the Company’s proposed business, operations, financial condition, assets, liabilities and other relevant matters as he has deemed necessary or desirable, and has been given all such information as has been requested, in order to evaluate the United States or otherwisemerits and risks of the investment contemplated herein.

Representations and Warranties of the Holder. The Holder represents In consideration of the Company's acceptance of the Subscription, I make the following representations and warrants warranties to the Partnership thatCompany, to its principals, and to participating broker-dealers, if any, jointly and severally, which warranties and representations shall survive the exercise, whole or partial, of this Warrant: (a) The Holder is acquiring I have had the Option andopportunity to ask questions and receive any additional information from persons acting on behalf of the Company to verify my understanding of the terms thereof and of the Company's business and status thereof, if and when that no oral information furnished to the Holder exercises undersigned or my advisors in connection with this Warrant has been in any way inconsistent with other documentary information provided. (b) I acknowledge that I have not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, newspaper or magazine article or advertisement, radio or television advertisement, or any other form of advertising or general solicitation with respect to the OptionShares. (c) When purchased, the Shares will acquire any Class A Common Units be purchased upon such exercise for my own account for long-term investment purposes only, for the Holder’s own account, and not with a view to immediately re-sell the Shares. No other person or an intent to sellentity will have any direct or indirect beneficial interest in, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning of the Securities Act and applicable state securities law; (b) Any subsequent sale of any such Class A Common Units shall be made either pursuant to an effective registration statement under the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreementright to, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option Shares. I or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Act, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable the Holder to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant my agents or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has advisors have such knowledge and experience in financial and business matters such that will enable me to utilize the information made available to me in connection with the purchase of the Shares to evaluate the merits and risks thereof and to make an informed investment decision. (d) I acknowledge that the Holder is Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or qualified under the California Securities Law, or any other applicable blue sky laws, in reliance, in part, on my representations, warranties and agreements made herein. (e) Other than the rights specifically set forth in the Subscription and this Warrant, I represent, warrant and agree that the Company and the officers of the Company (the "Company's Officers") are under no obligation to register or qualify the Shares under the Securities Act or under any state securities law, or to assist the undersigned in complying with any exemption from registration and qualification. (f) I represent that I meet the criteria for participation because (i) I have a preexisting personal or business relationship with the Company or one or more of its partners, officers, directors or controlling persons or (ii) by reason of my business or financial experience, or by reason of the business or financial experience of my financial advisors who are unaffiliated with, and are not compensated, directly or indirectly, by the Company or any affiliate or selling agent of the Company, I am capable of evaluating the risk and merits and risks of the purchase of the Class A Common Units as contemplated by this Option, the Offering Memorandum and the Partnership Agreement, and (B) is able to bear the economic risk of the an investment in the Class A Common Units purchased pursuant to this Option for an indefinite period Shares and of time and can afford to suffer a complete loss protecting my own interests; AND (i) I have minimum net worth in excess of $1,000,000, or (ii) I have income in excess of $200,000 or joint income with my spouse in excess of $300,000 in each of the investment two most recent years, and I/we have a reasonable expectation of reaching the same income level in such Class A Common Unitsthe current year; andor (miii) The Holder I am a director or executive officer of the Company; or (iv) If a trust, the trust has been informed total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the Shares and the purchase was directed by a sophisticated person as described in 7 CFR Sec. 230.506(b)(2)(ii); or (v) If a corporation or partnership, the corporation or partnership has total assets in excess of $5,000,000 and was not formed for the specific purpose of acquiring the Shares; or (vi) If an entity, all of the equity owners meet the criteria for participation set forth in this Paragraph 2(f). (g) I understand that the offer of Shares are illiquid, and until registered with the Class A Common Units is being made pursuant to Securities Exchange Commission or an exemption from registration becomes available, cannot be readily sold as there will not be a public market for them and that I may not be able to sell or dispose of the registration requirements Shares, or to utilize the Shares as collateral for a loan. I must not purchase the Shares unless I have liquid assets sufficient to assure myself that such purchase will cause me no undue financial difficulties and that I can still provide for my current and possible personal contingencies, and that the commitment herein for the Shares, combined with other investments of mine, is reasonable in relation to my net worth. (h) I understand that my right to transfer the Shares will be restricted against unless the transfer is not in violation of the Securities Act, relating to transactions by an issuer not involving a public offeringthe California Securities Law, and thatany other applicable state securities laws (including investment suitability standards), consequentlythat the Company will not consent to a transfer of the Shares unless the transferee represents that such transferee meets the financial suitability standards required of an initial participant and that the Company has the right, in its absolute discretion, to refuse to consent to such transfer. (i) I have been advised to consult with my own attorney or attorneys regarding all legal matters concerning an investment in the Company and the tax consequences of purchasing the Shares, and have done so, to the extent I consider necessary. (j) I acknowledge that the tax consequences to me of investing in the Company will depend on my particular circumstances, and neither the Company, the materials relating Company's Officers, any other investors, nor the partners, shareholders, members, managers, agents, officers, directors, employees, affiliates or consultants of any of them, will be responsible or liable for the tax consequences to me of an investment in the Company. I will look solely to and rely upon my own advisers with respect to the offer tax consequences of this investment (k) All information which I have not been subject provided to review the Company concerning myself, my financial position and comment by the staff my knowledge of financial and business matters is truthful, accurate, correct and complete as of the Securities and Exchange Commission or any other governmental authority in the United States or otherwisedate set forth herein.

Representations and Warranties of the Holder. The Holder represents and warrants to the Partnership that: (a) The Holder is acquiring 5.1 it has the Option andauthority to enter into the transactions and consummate the transactions contemplated herein and such transactions shall not contravene any contractual, if and when the Holder exercises the Optionregulatory, will acquire any Class A Common Units purchased upon such exercise for investment purposes only, for statutory or other obligation or restriction applicable to the Holder’s own account; 5.2 this Agreement has been duly and validly authorized, executed and delivered by the Holder, and not shall constitute a legal, valid, and binding obligation of the Holder, enforceable against it in accordance with a view to or an intent to sellits terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or to offer for resale similar laws affecting the enforcement of creditors’ rights generally and general equitable principles whether in connection with any unregistered distribution, all a proceeding in equity or any portion of such securities at law; 5.3 it is an “accredited investor” within the meaning of the Securities Act and applicable state securities law; (b) Any subsequent sale Rule 501 of any such Class A Common Units shall be made either pursuant to an effective registration statement Regulation D promulgated under the Securities Act or otherwise in compliance therewith and in all events in compliance with of 1933, as amended (the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the “Securities Act, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable the Holder to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended;”). (k) The Holder acknowledges that 5.4 it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has sufficient knowledge and experience in financial and business matters such that so as to be capable of bearing the Holder economic risks of participation in this Agreement, and it is capable of evaluating the merits and risks of participating in this Agreement, including any risks associated with surrendering certain rights related to the purchase Warrant; 5.5 it has received any and all information requested by the Holder for the Holder to make a decision to enter into this Agreement and the transactions contemplated hereby. The Holder has had an opportunity to discuss the Company’s business, management and financial affairs with the Company and its representatives and has had the opportunity to review the Company’s operations. The Holder has also had a full opportunity to ask questions of and receive answers from the Company and its management in connection with the transactions contemplated hereby. Except as expressly set forth in this Agreement, the Holder acknowledges and agrees that the Company has made no other representation or warranty regarding the operations, business, prospects or condition (financial or otherwise) of the Class A Common Units as contemplated Company or its affiliates; 5.6 it acknowledges that it is not relying, and has not relied, upon any statement, advice (whether legal, tax, financial, accounting or other), representation or warranty made by this Optionany entity or person including, without limitation, the Offering Memorandum and Company or any of its affiliates or representatives, Lazard Frères & Co. LLC or Lazard Capital Markets LLC, except for (a) the Partnership Agreementpublicly available filings made by the Company with the Commission under the Exchange Act, and (Bb) the statements, representations and warranties made by the Company in this Agreement; 5.7 it is able to bear the economic risk sole legal and beneficial owner of the investment Warrant, and has good, valid and marketable title to the Warrant, free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto. It has not, in whole or in part, (a) assigned, transferred, hypothecated, pledged or otherwise disposed of the Warrant or its rights in the Class A Common Units purchased pursuant Warrant, or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common UnitsWarrant; and (m) The Holder has been informed that the offer 5.8 it is not an affiliate of the Class A Common Units Company as such term is being made pursuant to an exemption from the registration requirements of defined in Rule 144 promulgated under the Securities Act, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwise.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to to, and agrees with, the Partnership thatCompany as follows: (a) The Holder has been furnished with, and has carefully read the applicable form of the Debenture and the Warrant and is acquiring familiar with and understands the Option andterms of the Offering. With respect to tax and other economic considerations involved in his investment, if and when the Holder exercises is not relying on any representation or warranty made by the OptionCompany. The Holder has carefully considered and has, will acquire any Class A Common Units purchased upon to the extent the Holder believes such exercise for discussion necessary, discussed with the Holder's professional legal, tax, accounting and financial advisors the suitability of an investment purposes onlyin the Company, by purchasing the Debentures, for the Holder’s own account, 's particular tax and not with financial situation and has determined that the investment being made by the Holder is a view to or an intent to sell, or to offer suitable investment for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning of the Securities Act and applicable state securities law;Holder. (b) Any subsequent sale of any such Class A Common Units shall be The Holder acknowledges that all documents, records, and books pertaining to this investment which the Holder has requested, have been made either pursuant to an effective registration statement under available for inspection, or the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement;Holder has had access thereto. (c) This Option The Holder has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Offering, and if such opportunity was taken, then all Class A Common Units purchased upon exercise hereof shall be subject such questions have been answered to the terms hereof and full satisfaction of the Partnership Agreement;Holder. (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess not sell, or otherwise dispose of the fair market value Debentures or its underlying shares of the Class A Company’s common stock, par value $0.001 per share (the “Common Units purchased hereunder over Stock”) or the price paid thereforWarrant or its underlying shares of Common Stock issued upon conversion or exercise, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon as the advice case may be, of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had Debentures or the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding Warrant without registration under the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated Securities Act or applicable state securities laws or compliance with an investment in Class A Common Units exemption therefrom including but not limited to Rule 144(b) and 144(k) under the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; Securities Act (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership“Exemption”). The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option Securities have not been registered under the Securities Act, that Act or under the Class A Common Units may not be offered, sold or otherwise disposed securities laws of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of timeany state. The Holder also understands that Common Stock underlying the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary Securities, is to enable the Holder to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder Company, with the U.S. Securities and Exchange Commission (as the same may be amended or supplemented from time to time“SEC”), the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of the Registration Rights Agreement (attached hereto as Exhibit B) incorporated herein and made a part hereof. (e) The Holder recognizes that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its an investment in the Class A Common Units purchased pursuant to this Option andSecurities is speculative and involves substantial risks, to including loss of the extent it has asked entire amount of such questions or requested such informationinvestment. Further, the Partnership Holder has answered such questions carefully read and supplied such information to considered the Holder’s satisfaction. No representations concerning schedules attached hereto. (f) The Holder understands that no federal or state agency has made any finding or determination regarding the matters set forth above fairness of this Offering of the Securities, or the Common Stock issuable upon conversion or exercise of the Debenture or the Warrant for investment, or any other matters related to such investment have been made to recommendation or endorsement of this Offering of the Securities. (g) The Holder except is an “accredited investor” as expressly set forth that term is defined in Rule 501(a) of Regulation D under the Partnership Agreement1933 Act. The Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has such knowledge and experience in financial and business matters such that the Holder it is capable of evaluating the merits and risks of the purchase of the Class A Common Units Securities. The Holder is not registered as contemplated by this Optiona broker or dealer under Section 15(a) of the 1934 Act, affiliated with any broker or dealer registered under Section 15(a) of the Offering Memorandum Securities Exchange Act of 1934, as amended, or a member of the Financial Industry Regulatory Authority. (h) The Holder acknowledges that each certificate representing the Debentures and the Partnership AgreementWarrants (and the shares of Common Stock issued upon conversion or exercise of the Debentures or Warrants), shall be stamped or otherwise imprinted with a legend substantially in the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT. If the Holder sends a Notice of Conversion (attached hereto as Exhibit C), and a registration statement under the Securities Act is in effect as to the sale, then in such event the Company shall have its transfer agent send Holder the appropriate number of shares of Common Stock without restrictive legends (other than a legend referring to the resale registration and prospectus delivery requirements) and not subject to stop transfer instructions. (i) If this Subscription Agreement is executed and delivered on behalf of a corporation or legal entity other than a natural person: (i) such corporation or other entity has the full legal right and power and all authority and approval required (a) to execute and deliver, or authorize execution and delivery of this Subscription Agreement and all other Transaction Documents executed and delivered by or on behalf of such corporation in connection with the purchase of the Securities, and (Bb) is able to bear purchase and hold the economic risk Securities; and (ii) the signature of the investment party signing on behalf of such corporation or entity is binding upon such corporation. (j) The Holder is not subscribing for the Securities as a result of, or pursuant to, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or meeting, or any other general solicitation. (k) The Holder is purchasing the Class A Common Units purchased Securities for its own account for investment, and not with a view toward the resale or distribution thereof, except pursuant to this Option for an indefinite sales registered or exempted from registration under the Securities Act. The Holder has not offered or sold any portion of the Securities being acquired nor does the Holder have any present intention of dividing the Securities with others or of selling, distributing or otherwise disposing of any portion of the Securities either currently or after the passage of a fixed or determinable period of time and can afford to suffer a complete loss or upon the occurrence or non-occurrence of the investment any predetermined event or circumstance in such Class A Common Units; and (m) The Holder has been informed that the offer of the Class A Common Units is being made pursuant to an exemption from the registration requirements violation of the Securities ActAct provided, relating to transactions however, that by an issuer not involving a public offering, and that, consequentlymaking the representations herein, the materials relating Holder does not agree to the offer have not been subject to review and comment by the staff hold any of the Securities for any minimum or other specific term and Exchange Commission reserves the right to dispose of the Securities at any time in accordance with or any other governmental authority pursuant to a registration statement or an exemption under the Securities Act. The Holder is neither an underwriter of, nor a dealer in, the Debentures or Warrants or the Common Stock issuable upon conversion or exercise, as the case may be, thereof or upon the payment of interest thereon and is not participating in the United States distribution or otherwiseresale of the Debentures or Warrants or the Common Stock issuable upon conversion or exercise, as the case may be, thereof. Notwithstanding anything in this Section to the contrary, the Holder reserves the right to pledge any of the Securities for margin purposes and dispose of the Securities at any time in accordance with federal and state securities laws applicable to such dispositions.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Partnership Company that: (a) The Holder is acquiring the Option and, if and when the Holder exercises the Option, will acquire any Class A Common Units purchased upon such exercise for investment purposes only, for the Holder’s own account, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning of the Securities Act and applicable state securities law; (b) Any subsequent sale of any such Class A Common Units shall be made either pursuant to an effective registration statement under the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (d) : • The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and Stock has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Act, nor qualified under any state securities laws, and that the Class A Common Units may not be offered, it is being offered and sold or otherwise disposed of unless such offer and sale are registered thereunder or pursuant to an exemption from such registration and qualification based in part upon the Holder’s representations contained herein; the Stock is available and that accordingly it may be required being issued to bear Holder hereunder in reliance upon the economic risk exemption from such registration provided by Section 4(2) of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable for transactions by an issuer not involving any public offering, and in connection therewith, the Holder to offer and/or sell acknowledges the Class A Common Units pursuant to Holder’s status as an “accredited investor” within the meaning of Rule 144 501 promulgated under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) ; • The Holder acknowledges that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to is an “accredited investor” as such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”term is defined in Rule 501(a) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it Securities Act and has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has such knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of the purchase of the Class A Common Units as investment contemplated by this OptionGxxxx Xxxxxx, the Offering Memorandum and the Partnership Agreement, and (B) Holder is able to bear the economic risk of the this investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer Company (including a complete loss of this investment); • Except as specifically provided herein or in the Plan, the Holder has no contract, undertaking, understanding, agreement, or arrangement, formal or informal, with any person to sell, transfer, or pledge all or any portion of his or its Stock, and has no current plans to enter into any such contract, undertaking, understanding, agreement, or arrangement; • The Holder has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, article, or any other form of advertising or general solicitation as to the Company’s sale to the Holder of the Stock; • The Holder is familiar with the business and operations of the Company and has been afforded full and complete access to the books, financial statements, records, contracts, documents, and other information concerning the Company and its proposed activities, and has been afforded an opportunity to ask such questions of the Company’s agents, accountants, and other representatives concerning the Company’s proposed business, operations, financial condition, assets, liabilities, and other relevant matters as he or it has deemed necessary or desirable, and has been given all such information as has been requested, in order to evaluate the merits and risks of the investment in such Class A Common Unitscontemplated herein; and (m) • The Holder has been informed that the offer shares of Stock are restricted securities under the Securities Act and may not be resold or transferred unless the shares of Stock are first registered under the federal securities laws or unless an exemption from such registration is available; and • The Holder is prepared to hold the shares of Stock for an indefinite period and that the Holder is aware that Rule 144 as promulgated under the Securities Act, which exempts certain resales of restricted securities, is not presently available to exempt the resale of the Class A Common Units is being made pursuant to an exemption shares of Stock from the registration requirements of the Securities Act. IGLOO HOLDINGS CORPORATION HOLDER By: /s/ Mxxxx Xxxxxx /s/ Vxxxxxx Xxxxxxxx Title: President and Chief Executive Officer Date: 10/25, relating 2010 Date: 10/25, 2010 [Signature Page to transactions by an issuer not involving a public offeringChippari Option Grant Notice and Agreement] , and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwise.20 Igloo Holdings Corporation Attn: [ ]

Representations and Warranties of the Holder. The Holder hereby represents and warrants to the Partnership Company that: (a) The Holder is acquiring the Option and, if and when the Holder exercises the Option, will acquire any Class A Common Units purchased upon such exercise for investment purposes only, for the Holder’s own account, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning of the Securities Act and applicable state securities law; (b) Any subsequent sale of any such Class A Common Units shall be made either pursuant to an effective registration statement under the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement; (d) : • The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and Stock has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Act, nor qualified under any state securities laws, and that the Class A Common Units may not be offered, it is being offered and sold or otherwise disposed of unless such offer and sale are registered thereunder or pursuant to an exemption from such registration and qualification based in part upon the Holder’s representations contained herein; the Stock is available and that accordingly it may be required being issued to bear Holder hereunder in reliance upon the economic risk exemption from such registration provided by Section 4(2) of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable for transactions by an issuer not involving any public offering, and in connection therewith, the Holder to offer and/or sell acknowledges the Class A Common Units pursuant to Holder’s status as an “accredited investor” within the meaning of Rule 144 501 promulgated under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) ; • The Holder acknowledges that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to is an “accredited investor” as such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”term is defined in Rule 501(a) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it Securities Act and has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has such knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of the purchase of the Class A Common Units as investment contemplated by this OptionXxxxx Xxxxxx, the Offering Memorandum and the Partnership Agreement, and (B) Holder is able to bear the economic risk of the this investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer Company (including a complete loss of this investment); • Except as specifically provided herein or in the Plan, other than that certain Secured Promissory Note and Pledge Agreement, dated September 24, 2013, between the Holder and the Company, the Holder has no contract, undertaking, understanding, agreement, or arrangement, formal or informal, with any person to sell, transfer, or pledge all or any portion of his or its Stock, and has no current plans to enter into any such contract, undertaking, understanding, agreement, or arrangement; • The Holder has not seen, received, been presented with, or been solicited by any leaflet, public promotional meeting, article, or any other form of advertising or general solicitation as to the Company’s sale to the Holder of the Stock; • The Holder is familiar with the business and operations of the Company and has been afforded full and complete access to the books, financial statements, records, contracts, documents, and other information concerning the Company and its proposed activities, and has been afforded an opportunity to ask such questions of the Company’s agents, accountants, and other representatives concerning the Company’s proposed business, operations, financial condition, assets, liabilities, and other relevant matters as he or it has deemed necessary or desirable, and has been given all such information as has been requested, in order to evaluate the merits and risks of the investment in such Class A Common Unitscontemplated herein; and (m) • The Holder has been informed that the offer shares of Stock are restricted securities under the Securities Act and may not be resold or transferred unless the shares of Stock are first registered under the federal securities laws or unless an exemption from such registration is available; and • The Holder is prepared to hold the shares of Stock for an indefinite period and that the Holder is aware that Rule 144 as promulgated under the Securities Act, which exempts certain resales of restricted securities, is not presently available to exempt the resale of the Class A Common Units is being made pursuant to an exemption shares of Stock from the registration requirements of the Securities Act. IGLOO HOLDINGS CORPORATION HOLDER By: /s/ Xxxxxxx X. Xxxxxxxx /s/ Xxxxxxx Xxxxxxx Title: Treasurer , relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwise.20 Igloo Holdings Corporation Attn: [ ]

Representations and Warranties of the Holder. The Holder represents hereby represents, warrants and warrants to the Partnership agrees that: (a) The Holder is an "accredited investor," as such term is defined in Section 501(a) of Regulation D of the Rules and Regulations promulgated under the Securities Act, under one or more of the categories as set forth on the attached Schedule 2 "Regulation D Qualification Statement." (b) The Holder is acquiring the Option and, if Warrant and when purchasing the Holder exercises securities which may be issued upon exercise of the Option, will acquire any Class A Common Units purchased upon such exercise Warrant solely for investment purposes onlypurposes, for the Holder’s 's own account, not as a nominee or agent, and not with a view to the resale or an intent to sell, or to offer for resale in connection with distribution of any unregistered distribution, all or any portion of such securities, except in accordance with applicable securities within the meaning of the Securities Act and applicable state securities law; (b) Any subsequent sale of any such Class A Common Units shall be made either pursuant to an effective registration statement under the Securities Act or otherwise in compliance therewith and in all events in compliance with the Partnership Agreement;laws. (c) This Option The Holder (i) was not organized or reorganized for the purpose of acquiring the Warrant and all Class A Common Units purchased purchasing the securities which may be issued upon exercise hereof shall be subject to the terms hereof and of the Partnership Agreement;Warrant, and (ii) is authorized, empowered and qualified to execute this Warrant Agreement and to make the commitment as herein contemplated. (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors; (g) At no time was any oral representation made to the Holder relating to the Option or the purchase of any securities upon exercise thereof and the Holder was not presented with or solicited by any promotional meeting or material relating to the Option or any securities of the Partnership. The Holder is not subscribing for the purchase of Class A Common Units as a result of or subsequent to any advertisement, article, notice or other communication published in any newspapers, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office or residence address changes; (i) The Holder does not have any present intent to resell or distribute all or any part of the Holder’s Class A Common Units purchased pursuant to this Option; (j) The Holder has been advised that the offer and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Act, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary to enable the Holder to offer and/or sell the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges that it has received, within a reasonable time prior to the sale, the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its investment in the Class A Common Units purchased pursuant to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of the purchase investment in the Warrant and the securities which may be issued upon exercise thereof and the Holder has made its own investment decision regarding the Warrant and the securities which may be issued upon exercise thereof based on the Holder's own knowledge and investigation of the Class A Common Units as contemplated by this Option, the Offering Memorandum Company and the Partnership AgreementOrdinary Shares. (e) The Holder acknowledges that all documents, records and (B) is able books pertaining to bear the economic risk of the investment in the Class A Common Units purchased pursuant Company and requested by the Holder have been made available or delivered to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units; andHolder. (mf) The Holder has (i) been informed offered the opportunity to ask questions of and receive answers from the Company, or a person or persons acting on behalf of the Company, concerning the terms and conditions of the Warrant and the business of the Company, (ii) been furnished all other materials which the Holder considered relevant to an investment in the Ordinary Shares and (iii) been given the opportunity to perform due diligence. The Holder acknowledges that all such questions, if any, have been answered, and all due diligence (if any) has been performed, to the full satisfaction of the Holder. (g) The Holder has read this Warrant Agreement and, to the extent the Holder believed necessary, has discussed the representations, warranties and agreements that the offer undersigned makes by signing this Warrant Agreement and the applicable limitations upon the Holder's transfer or resale of its rights hereunder and the Ordinary Shares with its counsel. (h) The execution, delivery and performance by the Holder of this Warrant Agreement are within the powers of the Class A Common Units Holder, have been duly authorized and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Holder is being made pursuant to an exemption from a party or by which the registration requirements Holder is bound, and will not violate any provisions of the Securities Actincorporation papers, relating by-laws, indenture of trust or partnership agreement, as may be applicable, of the Holder. This Warrant Agreement constitutes a legal, valid and binding obligation of the Holder, enforceable in accordance with its terms. (i) The Holder agrees to transactions by an issuer not involving a public offering, and that, consequently, advise the materials relating Company promptly of any changes or inaccuracies in the information provided to the offer have not been subject Company that may occur prior to review the Expiration Time and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwiseto furnish supplementary information as may be appropriate.

Representations and Warranties of the Holder. The Holder hereby represents and warrants to to, and agrees with, the Partnership thatCompany as follows: (a) The Holder has been furnished with, and has carefully read the applicable form of Debenture Registration Rights Agreement, and the Debenture and is acquiring familiar with and understands the Option andterms of the Offering. With respect to - tax and other economic considerations involved in his investment, if and when the Holder exercises is not relying on the OptionCompany. The Holder has carefully considered and has, will acquire any Class A Common Units purchased upon to the extent the Holder believes such exercise for discussion necessary, discussed with the Holder 's professional legal, tax, accounting and financial advisors the suitability of an investment purposes onlyin the Company, by purchasing the Debentures, for the Holder 's particular tax and financial situation and has determined that the investment being made by the Holder is a suitable investment for the Holder’s own account, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of such securities within the meaning of the Securities Act and applicable state securities law;. (b) Any subsequent sale The Holder acknowledges that all documents, records, and books pertaining to this investment which the Holder has requested have been made available for inspection or the Holder has had access thereto. (c) The Holder has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the Offering and if such opportunity was taken then all such questions have been answered to the full satisfaction of the Holder. (d) The Holder will not sell, or otherwise dispose of the Debentures or the Common Stock issued upon conversion of the Debentures without registration under the 1933 Act or applicable state securities laws or compliance with an exemption therefrom including but not limited to: Rule 144A, 144 (k) (herein after referred to as an "Exemption"). The Debentures have not been registered under the 1933 Act or under the securities laws of any state. Resales of the Common Stock underlying the Debentures or issued in payment of accrued interest on the Debentures are to be registered by the Company pursuant to the terms of the Debenture Registration Rights Agreement incorporated herein and made a part hereof. (e) The Holder recognizes that an investment in the Debentures involves substantial risks, including loss of the entire amount of such Class A investment. Further, the Holder has carefully read and considered the schedules attached hereto. (f) The Holder acknowledges that each certificate representing the Debentures (and the shares of Common Units Stock issued upon conversion of the Debentures, unless registered or with an Exemption) or in payment of interest on the Debentures shall be made either pursuant to an effective stamped or otherwise imprinted with a legend substantially in the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (ii) TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER SUCH ACT. If Holder sends a Notice of Conversion (See Exhibit A attached hereto), and provided a registration statement under the Securities Act or otherwise of 1933 is in compliance therewith effect as to the sale, then in such event the Company shall have its transfer agent send Holder the appropriate number of shares of Common Stock without restrictive legends (other than a legend referring to the resale registration and in all events in compliance with prospectus delivery requirements) and the Partnership Agreement; (c) This Option and all Class A Common Units purchased upon exercise hereof shall be Company is not subject to the terms hereof and of the Partnership Agreement; (d) The Holder understands that upon exercise of this Option he will be deemed by the Internal Revenue Service and pertinent state tax authorities to be in receipt of taxable income in an amount equal to the excess of the fair market value of the Class A Common Units purchased hereunder over the price paid therefor, and further understands that there are other tax consequences associated with holding Class A Common Units and has obtained and will rely upon the advice of the Holder’s own tax advisors with respect to such matters; (e) The Holder has had the opportunity to consult with counsel, has had adequate time to consult with such counsel regarding the terms of this Option and the Partnership Agreement, the Holder has received, is familiar with such documents, understands the speculative and financial risks associated with an investment in Class A Common Units and the uncertainty with respect to the Partnership’s future operations, and does not desire any additional information with respect to any of the foregoing; (f) In evaluating the merits and risks of an investment in Class A Common Units, the Holder has and will rely upon the advice of the Holder’s own legal counsel, and tax and investment advisors;stop transfer instructions. (g) At no time was any oral representation made If this Subscription Agreement is executed and delivered on behalf of a corporation or legal entity other than a natural person: (i) such corporation or other entity has the full legal right and power and all authority and approval required (a) to execute and deliver, or authorize execution and delivery of this Subscription Agreement and all other instruments (including, without limitation, the Holder relating to the Option Debenture Registration Rights Agreement, Irrevocable Transfer Agent Agreement, Security Agreement, Warrant Agreement and Debenture Agreements) executed and delivered by or on behalf of such corporation in connection with the purchase of any securities upon exercise thereof the Debentures and (b) to purchase and hold the Holder was not presented with or solicited by any promotional meeting or material relating to Debentures; and (ii) the Option or any securities signature of the Partnership. party signing on behalf of such corporation or entity is binding upon such corporation. (h) The Holder is not subscribing for the purchase of Class A Common Units Debentures as a result of of, or subsequent to pursuant to, any advertisement, article, notice or other communication published in any newspapersnewspaper, magazine or similar media or broadcast over television or radio; (h) The Holder’s principal office radio or residence address is as set forth on the signature page hereof. The Holder agrees that it will notify the Partnership in writing if the Holder’s principal office presented at any seminar or residence address changes;meeting. (i) The Holder is purchasing the Debentures for its own account for investment, and not with a view toward the resale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act. The Holder has not offered or sold any portion of the Debentures being acquired nor does not the Holder have any present intent to resell intention of dividing the Debentures with others or distribute all of selling, distributing or otherwise disposing of any part portion of the Holder’s Class A Common Units purchased Debentures either currently or after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance in violation of the 1933 Act provided, however, that by making the representations herein, Holder does not agree to hold any of the Debentures for any minimum or other specific term and reserves the right to dispose of the Debentures at any time in accordance with or pursuant to this Option;a registration statement or an exemption under the 1933 Act. Holder is neither an underwriter of, nor a dealer in, the Debentures or the Common Stock issuable upon conversion thereof or upon the payment of interest thereon and is not participating in the distribution or resale of the Debentures or the Common Stock issuable upon conversion or exercise thereof. (j) The Holder or the Holder's representatives, as the case may be, has been advised that the offer such knowledge and sale of the Class A Common Units purchased pursuant to this Option have not been registered under the Securities Actexperience in financial, that the Class A Common Units may not be offered, sold or otherwise disposed of unless such offer tax and sale are registered thereunder or an exemption from registration is available and that accordingly it may be required to bear the economic risk of the investment in the Class A Common Units for an indefinite period of time. The Holder also understands that the Partnership does not have any intention of registering the offer and sale of the Class A Common Units under the Securities Act or of supplying the information which may be necessary business matters so as to enable the Holder to offer and/or sell utilize the Class A Common Units pursuant to Rule 144 under the Securities Act, and that the Partnership will not be registered as an investment company under the Investment Company Act of 1940, as amended; (k) The Holder acknowledges that it has received, within a reasonable time prior information made available to the sale, Holder in connection with the Offering Memorandum dated November 10, 2008 provided by the Partnership to such Holder (as the same may be amended or supplemented from time to time, the “Offering Memorandum”) and the Partnership Agreement. The Holder has been given the opportunity to obtain any information or documents, and to ask questions and receive answers about such documents, the Partnership, the General Partner and their respective subsidiaries and the business and prospects of each and their subsidiaries (including, without limitation, the transactions to be consummated pursuant to the terms of that certain business acquisition agreement between Xxxxxxx Bros. Income Fund and certain of its subsidiaries, Xxxxxxx Bros., L.P. (f/k/a BBCL Holdings L.P.) and 3231021 Nova Scotia Company, dated September 25, 2008 as amended October 15, 2008, and as may be further amended or restated from time to time) as it deems necessary to evaluate the merits and risks related to its of an investment in the Class A Common Units purchased pursuant Debentures and to this Option and, to the extent it has asked such questions or requested such information, the Partnership has answered such questions and supplied such information to the Holder’s satisfaction. No representations concerning the matters set forth above or any other matters related to such make an informed investment have been made to the Holder except as expressly set forth in the Partnership Agreement. The Holder has consulted its own attorney, accountant or investment advisor decision with respect to the investment contemplated hereby and its suitability for the Holder, including the tax and other economic considerations related to the investment. The Holder’s decision to invest in the Partnership is entirely the investment decision and responsibility of the Holder. The Holder acknowledges that it has independently and without reliance upon the Partnership or the General Partner, or any of their respective officers, directors, employees, agents, partners, advisors, attorneys-in-fact or affiliates, made its own analysis of the likelihood of success of its investment in the Partnership and made its own decision to enter into this Agreement and make the investment contemplated herein; (l) The Holder (A) has knowledge and experience in financial and business matters such that the Holder is capable of evaluating the merits and risks of the purchase of the Class A Common Units as contemplated by this Option, the Offering Memorandum and the Partnership Agreement, and (B) is able to bear the economic risk of the investment in the Class A Common Units purchased pursuant to this Option for an indefinite period of time and can afford to suffer a complete loss of the investment in such Class A Common Units; and (m) The Holder has been informed that the offer of the Class A Common Units is being made pursuant to an exemption from the registration requirements of the Securities Act, relating to transactions by an issuer not involving a public offering, and that, consequently, the materials relating to the offer have not been subject to review and comment by the staff of the Securities and Exchange Commission or any other governmental authority in the United States or otherwisethereto.