**Exhibit 10.14**

 

CALLOPTION Agreement

 

THIS CALL OPTION AGREEMENT(this “*Agreement*”) is made as of May 29, 2015 (the “*Effective Date*”), by and between SterlingConstruction Company, Inc., a Delaware corporation (“*Seller*”), and Richard H. Buenting, an individual (“*Buyer*”).

 

RECITALS

 

WHEREAS, as of theEffective Date, Seller owns _____ percent (___%) of the issued and outstanding membership interests (the “*Membership Interest*”)of Road and Highway Builders, LLC, a Nevada limited liability company (the “*Company*”), and collectively Buyerowns _______ percent (__%) of the issued and outstanding membership interests of the Company;

 

WHEREAS, Seller, togetherwith certain of its affiliates, desires to obtain a loan from Nations Fund I, Inc. (“*Lender*”) pursuant to thatcertain Loan and Security Agreement (the “*Loan Agreement*”) dated on or around the date hereof, and desires theCompany to grant Nations Equipment Finance, LLC, as administrative agent and collateral agent for Lender (“*Agent*”),for the benefit of Lender, a security interest in certain items of equipment and other property of the Company pursuant to a certainSecurity Agreement (the “*Security Agreement*”) dated on or after the date hereof; and,

 

WHEREAS, as a materialinducement for Buyer to authorize the Company to enter into the Security Agreement, the parties desire that Buyer shall have theability to buy the Membership Interest from Seller, subject to the terms and conditions set forth herein.

 

NOW, THEREFORE, inorder to implement the foregoing and in consideration of the mutual representations, warranties, covenants and agreements set forthherein, the parties agree as follows:

 

AGREEMENT

 

**3.                 **CALL OPTION RIGHTS; EXERCISE; TERMINATION.

 

3.1             Call Option. Upon the terms and subject to the conditions set forth in this Agreement, Buyer shall have the rightand option to cause Seller to sell the Membership Interest to Buyer (the “*Call Option*”) for a purchase priceof One Dollar ($1.00) (the “*Purchase Price*”) upon the occurrence of any of the following (collectively, the“*Call Event*”): (a) The repossession or disposition of all Collateral (as such term is defined in the SecurityAgreement) pursuant to Agent’s rights or remedies pursuant to the Security Agreement. (b) The dissolution or bankruptcyofSeller

 

3.2             Exercise of the Call Option. Upon the occurrence of the Call Event, Buyer shall exercise the Call Option by deliveryof written notice thereof together with the Purchase Price. Within five (5) business days of receipt of the Purchase Price, theSeller shall deliver to Buyer an executed written assignment of the Membership Interest in a form reasonably acceptable to theparties. Notwithstanding the foregoing, if the Call Option is exercised pursuant to the provisions of this Agreement, such transactionshall be effective upon receipt of the Purchase Price by Seller.

 

 

3.3             Termination. This Agreement shall terminate on the first to occur of the following: (1) the written agreement ofthe parties; (2) the date, if any, Buyer becomes the sole member of the Company; (3) the acquisition of all of the membership interestsof the Company by a third party.

 

**4.                 **GENERAL PROVISIONS.

 

4.1             Entire Agreement and Modification. This Agreement supersedes all prior agreements between the parties with respectto its subject matter and constitutes a complete and exclusive statement of the terms of the agreement between the parties withrespect to its subject matter. This Agreement may not be amended except by a written agreement executed by all of the parties hereto.

 

4.2             Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Californiawithout regard to its rules governing conflicts of law.

 

4.3             Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an originalcopy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

 

IN WITNESS WHEREOF,the parties have caused this Agreement to be signed as of the Effective Date.