Exhibit 10.16



THE SECURITIES REPRESENTED BY THIS DOCUMENT HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITY ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR
THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, THESE SECURITIES MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED,
EXCEPT ON DELIVERY TO THE PARTNERSHIP OF AN OPINION OF COUNSEL SATISFACTORY TO THE GENERAL PARTNER OF THE PARTNERSHIP THAT REGISTRATION
IS NOT REQUIRED FOR THE TRANSFER, OR SUCH OTHER EVIDENCE SATISFACTORY TO THE GENERAL PARTNER THAT THE TRANSFER IS NOT IN VIOLATION
OF THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS. THE SALE, PLEDGE OR OTHER TRANSFER OF THESE SECURITIES IS ALSO SUBJECT
TO THE RESTRICTIONS SET FORTH IN ARTICLE V OF THIS AGREEMENT.



SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP
AGREEMENT



OF



MYERS & SONS CONSTRUCTION, L.P.



THIS SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP
AGREEMENT (as amended or restated from time to time, this “Agreement”) of Myers & Sons Construction, L.P.,
a California limited partnership (the “Partnership”) is entered into effective as of November 19, 2015 (the
“Effective Date”) by and among C and J Myers, Inc., a California corporation, as General Partner,
and those Persons whose names are set forth on Exhibit A hereto as Limited Partners.



WHEREAS, the Partnership was formed on February 2,
2010 by filing with the California Secretary of State a Certificate of Limited Partnership;



WHEREAS, pursuant to certain option agreements
(the “Option Agreements”), Sterling Construction Company, Inc. (“SCC”) exercised options
to acquire limited partnership interests from Clinton C. Myers, Clinton W. Myers, Charles A. Urata as the sole trustee
of the Charles A. Urata Revocable Trust, and Frank M. Urata as the sole trustee of the Frank M. Urata Revocable
Trust, thereby acquiring, in the aggregate, a 50% limited partnership interest in the Partnership as of August 1, 2011, and
the General Partner and the Limited Partners amended and restated the Partnership’s limited partnership agreement effective
concurrently therewith (the “2011 Agreement”);



WHEREAS, pursuant to that certain Loan and Security
Agreement dated May 29, 2015 (as may be amended from time to time, or any replacement line of credit entered into by SCC hereafter,
collectively the “Loan”), by and between SCC, Nations Fund I, LLC, and Nations Equipment Finance, LLC (collectively,
along with any successor or replacement lender(s) hereafter, the “Lender”), the Partnership granted Lender a
security interest in certain items of equipment and other property of the Partnership pursuant to that certain Security Agreement
dated May 29, 2015 (the “Security Agreement”); and,



WHEREAS, to induce the Partnership to grant
such security interest pursuant to the Loan, the Limited Partners entered into that certain Call Option Agreement dated May 29,
2015 (the “Call Option Agreement”); and,









WHEREAS, the General Partner and the Limited
Partners desire to amend and restate the 2011 Agreement to reflect certain changes concerning the ongoing operations and governance
of the Partnership.



NOW, THEREFORE, for and in consideration of
the mutual covenants, rights and obligations set forth herein, the parties hereto agree as follows:



ARTICLE
IDEFINITIONS



1.1Definitions. As used in this Agreement, each of the following terms has the meaning ascribed to it:



“Additional Limited Partner”means a Person who acquires Limited Partnership interests directly from the Partnership and who is admitted to the Partnership
as a Limited Partner.



“Affiliate”means,
when used with reference to a specific Person, any Person that directly controls, is controlled by, or is under common control
with the specified Person. For purposes of this definition, the term “control” shall mean the possession, direct or
indirect, of the power to direct or cause the direction of the management and/or policies of such Person, whether through ownership
of voting securities or by reason of management authority.



“Available Cash”means
all available cash derived from the conduct of the Partnership's business, but exclusive of Capital Contributions, reserves or
requirements for expenses, working capital loan requirements, capital expenditures, replacements, expansion, or any other reasonable
requirements of the business of the Partnership, as determined in the reasonably exercised discretion of the General Partner, with
the prior approval of the Partner Committee.



“Bankrupt”or “Bankruptcy”means, in respect of a Partner, the occurrence of any of the following with respect to such Partner:



(a)such Partner shall (i) voluntarily consent to an order for relief by filing a petition for relief under the laws of
the United States codified as Title 11 of the United States Code, (ii) seek, consent to, or not contest the appointment
of a receiver, custodian, or trustee for itself or for all or any part of its property, (iii) file a petition seeking relief
under the bankruptcy, arrangement, reorganization, or other debtor relief laws of any state or other competent jurisdiction, (iv) make
a general assignment for the benefit of creditors, or (v) admit in writing that it is generally not paying its debts as such
debts become due; or



(b)(i) a petition is filed against such Partner seeking an order for relief under the laws of the United States codified
as Title 11 of the United States Code, or seeking relief under the bankruptcy, arrangement, reorganization, or other debtor
relief laws of the United States or any state or other competent jurisdiction, or (ii) a court of competent jurisdiction enters
an order, judgment, or decree appointing, without the consent of such Partner, a receiver, custodian, or trustee for it, or for
all or any part of its property, and such petition, order, judgment, or decree shall not be and remain discharged or stayed within
sixty (60) Days after its entry.



“CULPA”means the
California Uniform Limited Partnership Act of 2008 (Cal. Corp. Code §15900 et seq.).









“Capital Account” has the
meaning set forth in Section 6.4.



“Capital Contribution”means the amount of money and the fair market value of property and other consideration contributed to the Partnership by a
Partner. Appropriate adjustments shall be made for liabilities, if any, assumed by the Partnership or secured by contributed property.



“Certificate of Limited Partnership”means a certificate in a form acceptable for filing with the Secretary of State of California under CULPA.



“Code”means the Internal
Revenue Code of 1986, as amended from time to time, and the corresponding provisions of any successor statute.



“Day”or “Days”means, unless otherwise expressly provided, a calendar day.



“Deadlock Issue”means
any situation where there is an equal division of Partner Committee members in favor of and against an action, decision or vote
of the Partner Committee.



“Dispose,”“Disposing,”and “Disposition”means a sale, assignment, transfer, exchange, mortgage, pledge, grant of a security
interest or deed of trust, or other disposition or encumbrance or the acts thereof; provided, however, the Partners acknowledge
and agree that the pledge by SCC of its Limited Partnership interests in conjunction with financing in the ordinary course of business
shall not be considered a “Disposition”.



“Distributions”means
the amount of cash and the fair market value of any property distributed to a Partner. Appropriate adjustments shall be made for
liabilities, if any, assumed by a Partner or secured by distributed property.



“General Partner”means
C and J Myers, Inc., a California corporation, together with each other Person (if any) that subsequently becomes a General
Partner in the Partnership pursuant to the provisions of this Agreement, but excludes any such Person that subsequently ceases
to be a General Partner pursuant to the provisions of this Agreement.



“Independent Accountants”means the independent accounting firm which audits the financial statements of SCC that are filed with the U.S. Securities
and Exchange Commission.



“Limited Partners”means
each Person set forth on Exhibit A hereto and that is designated on the signature pages hereof as, and that
has executed this Agreement as a Limited Partner, but excludes any such Person that subsequently ceases to be a Limited partner
pursuant to the provisions of this Agreement, all as shown on the books and records of the Partnership.



“Liquidator”has the meaning
set forth in Section 11.2.



“Myers” as referred to in
Section 5.11 andSection 5.12, refers to the General Partner, together with the Limited Partners other
than SCC.



“Partner Committee”means
a committee of 4 persons appointed by the Limited Partners, two of whom shall be appointed by Clinton W. and Clinton C.
Myers (collectively), and two of whom shall be appointed by SCC. Unless expressly provided to the contrary, “approval of
the Partner Committee” shall mean the consent of at least 3 of the 4 Partner Committee members. The SCC-designees shall be
two officers of SCC or any subsidiary of SCC. The Myers-designees shall be Clinton W. Myers and Clinton C. Myers. Each
party (that is, SCC on the one hand, and the Myers collectively, on the other hand) may replace the initial designees, subject
to the reasonable approval of the other party, provided, however, that so long as either Clinton W. and Clinton C. Myers
hold a Limited Partner interest, either Janelle K. Myers and/or Troy Charles Myers may be appointed to replace either Clinton W.
Myers and/or Clinton C. Myers without the approval of SCC.









“Partners” means the General
Partner and the Limited Partners.



“Partnership Cash” meansall available cash derived of the Partnership, without exclusions or reserves of any kind.



“Partnership Year” means
the calendar year.



“Percentage Interest” means,
as to any Partner, the Percentage of partnership interests held by such Partner, as reflected on Exhibit A,
as the same is amended from time to time.



“Permitted Transferee” means
with respect to a voluntary Disposition by a Limited Partner, any of the following Persons: (i) an existing Limited Partner,
or an Affiliate of a Limited Partner, and (ii) corporations, limited liability companies, trusts, or partnerships in which
a Limited Partner owns a majority of the voting interests or otherwise acts as the trustee, and (iii) a parent, sibling, or
child who is of 18 years of age or older of an individual Limited Partner or an entity in which such parent, sibling or child
owns a majority of the voting interests or otherwise acts as the trustee.



“Person” means an individual,
partnership, corporation, trust, unincorporated association, limited liability company or other entity or association.



“Profits and Losses” means
for each Partnership Year or other period, an amount equal to the Partnership's taxable income or loss for income tax purposes
for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss
or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss),
with the following adjustments:



(a)Any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits
or Losses pursuant to this Section shall be added to such taxable income or loss;



(b)Any expenditures of the Partnership described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B)
expenditures pursuant to Regulation Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or
Losses shall be subtracted from such taxable income or loss;



(c)Gain or loss resulting from any Disposition of Partnership property with respect to which gain or loss is recognized for
federal income tax purposes shall be computed by reference to the agreed upon value of the property disposed of, notwithstanding
that the adjusted tax basis of such property differs from its agreed upon value; and









(d)In the event the Partnership makes a Distribution of Partnership property in kind, Profits and Losses shall include the
amount of gain or loss which the Partnership would have recognized if the property distributed had been sold for its fair market
value (after appropriate adjustment for liabilities) immediately prior to such Distribution.



“Project(s)” means various
construction projects performed by the Partnership.



“Regulations”means
the Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding
provisions of succeeding regulations).



“Required Interest”means
the approval of Limited Partners holding greater than fifty percent (50%) of the Percentage Interests of the Limited Partners.



“Securities Act”means the Securities
Act of 1933, as amended.



“Super Required Interests”means the approval of Limited Partners holding at least sixty-seven percent (67%) of the Percentage Interests of the Limited
Partners.



“Winding Up”means the period
following a dissolution of the Partnership.



ARTICLE II
AMENDMENT TO ORIGINAL LIMITED PARTNERSHIP AGREEMENT



2.1Amended and Restated Limited Partnership Agreement. Those Persons whose names appear on Exhibit A shall
execute this Agreement and agree to be bound by all the terms and provisions of this Agreement, intending to amend and supersede
in its entirety the 2011 Agreement. Except as provided to the contrary in this Agreement, the rights, duties, status, and liabilities
of the Partners, and the formation, administration, dissolution, and continuation or termination of the Partnership, shall be as
provided in the CULPA.



2.2Organizational Certificates. The General Partner and each Limited Partner shall promptly execute, acknowledge, swear
to, and deliver all certificates and other instruments and perform such additional acts consistent with the terms of this Agreement
as may be necessary to enable the General Partner to continue the Partnership as a limited partnership under the laws of the State
of California.



ARTICLE III
PARTNERSHIP NAME, OFFICES, AND TERM



3.1Limited Partnership Name. The name of the Partnership shall be “Myers & Sons Construction, L.P.”
and the business of the Partnership shall be conducted under such name or under such assumed name as may be selected from time
to time by the General Partner.



3.2Registered Agent and Principal Place of Business.



(a)Registered Agent. As of the Effective Date, the registered office of the Partnership in California is 4600 Northgate
Boulevard, Suite 100, Sacramento, California 95834, and the name of the registered agent at such address is Clinton W. Myers. The
registered office and/or registered agent may be changed by the General Partner from time to time in accordance with provisions
of the CULPA.









(b)Principal Place of Business. As of the Effective Date, the principal place of business of the Partnership is 4600
Northgate Boulevard, Suite 100, Sacramento, California 95834, or such other location or locations in the State of California as
the General Partner may determine. The books and records of the Partnership shall be kept at the principal place of business or
such other location or locations in the State of California or elsewhere as the General Partner may determine. The Partnership
shall have such other places of business as the General Partner deems necessary or desirable. The General Partner shall notify
the Limited Partners of any change in the principal place of business of the Partnership.



3.3Term.The Partnership shall continue until terminated in accordance with any provision of this Agreement.



ARTICLE IV
PURPOSES



4.1Partnership Business.The Partnership is organized and shall be operated for the following purposes:



(a)To carry out the Projects;



(b)To engage in all activities incident to or related to the operations or ownership of the same, so long as the same shall
be for the benefit of the Partnership; and



(c)To engage in any other lawful business that may be carried on by a limited partnership under the laws of the State of California.



ARTICLE V
DISPOSITION OF PARTNERSHIP INTERESTS



5.1Disposition of Limited Partner Partnership Interests.Other than a Disposition to a Permitted Transferee or as provided
in Section 5.9, Section 5.10, Section 5.11 or Section 12 below, no Limited Partner may Dispose of its
Partnership interest, or any interest in or portion thereof, without the approval of the General Partner and the Partner Committee.
Any attempted Disposition by a Limited Partner of any Partnership interest or right, or any portion thereof, in or in respect of
the Partnership in contravention of this Agreement shall be null and void ab initio. To the extent approved by the General
Partner and the Partner Committee, a Limited Partner must first comply with Section 5.7 before proceeding with a Disposition
to a Person other than a Permitted Transferee (unless the Disposition is pursuant to Section 5.9, Section 5.10, Section
5.11 or Section 12 below).



5.2Status After Disposition.Except with respect to a Disposition to a Permitted Transferee, no Limited Partner shall
have the right, without the General Partner's prior consent, to constitute its assignee as a Limited Partner. A Person that receives
a Partnership interest or right in or in respect of the Partnership but that is not admitted to the Partnership as a substituted
or additional Partner shall not be entitled to vote, and the Percentage Interest of such Person shall not be counted for voting
or quorum purposes. Any Person receiving a Partnership interest or right in or in respect of the Partnership (whether or not such
Person becomes a Limited Partner) shall not be entitled to Dispose of its Partnership interest or right or any part thereof without
fulfilling the conditions of this ARTICLE V to the same extent and in the same manner as any Limited Partner that desires
to effect a Disposition of an interest in the Partnership. Notwithstanding anything in this Agreement to the contrary, any Limited
Partner who voluntarily or involuntarily for any reason Disposes of all of its Partnership interest shall be free of any obligation
or liability as a Limited Partner incurred as a result of the activities of the Partnership from and after the time of such withdrawal,
sale, transfer, or assignment (and in the case of a partial sale, transfer or assignment, to the extent of such sale, transfer
or assignment).









5.3Disposition Costs.All costs incurred by the Partnership in connection with the Disposition of a Partnership interest
shall be borne and paid by the Partner effecting the Disposition within twenty (20) Days after the receipt by such Partner (or
such Partner's estate or legal representative, as applicable) of the Partnership's invoice for the amount due.



5.4Admission of a Substituted Limited Partner. The General Partner may, but only with the approval of the Partner Committee,
admit an assignee of a Partnership interest as a substituted Limited Partner. Notwithstanding the foregoing, an assignee who is
a Permitted Transferee shall be admitted as a substituted Limited Partner without approval of the Partner Committee.



5.5Admission as Additional Limited Partner; Issuance of Additional Partnership Interests.The General Partner may, but
only with the approval of the Partner Committee, cause the Partnership to issue additional Partnership interests to existing Limited
Partners or Additional Limited Partners and may, but only with the approval of the Partner Committee, admit one or more Additional
Limited Partners to the Partnership upon such terms as the General Partner may determine. If additional Partnership interests are
determined to be issued in accordance with this Section, the General Partner shall first give notice of such proposed issuance
(an “Issue Notice”) and the price and other terms thereof to the Limited Partners, and the Limited Partners
shall have a right of first refusal to purchase such Partnership interests in accordance with this Section 5.5. Such
right of first refusal shall allow each Limited Partner to purchase all or any portion its Pro Rata Share (as defined below) of
the Partnership interests proposed to be issued. Each Limited Partner shall have thirty (30) Days from the date of such Issue Notice
to elect to purchase all or any portion of its Pro Rata Share of such Partnership interests for the purchase price and upon the
terms specified in the Issue Notice by giving written notice of such election to the General Partner, stating therein the quantity
of new securities to be purchased. If any Limited Partner (each, a “non-purchasing Limited Partner”) fails to
exercise such Limited Partner's right to purchase such Limited Partner's full Pro Rata Share of Partnership interests under this.
Section 5.5, the Limited Partners who exercise their rights to purchase their full pro rata share of Partnership interests
shall also have a right of over-allotment to purchase Partnership interests not purchased by the non-purchasing Limited Partners,
ratably according to the Partnership interests held by all such electing Limited Partners as of the date of the Issue Notice, or
in such other proportions as they may agree, within fifteen (15) Days after the date the General Partner provides notice to the
other Limited Partners that such non-purchasing Limited Partner is not exercising its preemptive right hereunder to purchase its
full pro rata share of Partnership interests, including the number of Partnership interests available for purchase. The Partnership
shall have a period of 120 Days from the date of the Issue Notice to complete the sale of such Partnership interests to prospective
purchasers (including any Limited Partner(s) who shall have exercised their rights pursuant to this Section 5.5) on
the terms described in such Issue Notice, but thereafter may sell additional Partnership interests only after delivering another
Issue Notice pursuant to this Section 5.5. The right of first refusal granted hereunder to any Limited Partner with
respect to an issue of Partnership interests (but no subsequent issue of Partnership interests) shall terminate if such Limited
Partner shall not have exercised such right of first refusal by written notice to the General Partner within thirty (30) Days after
the date of the Issue Notice from the General Partner.









5.6Disposition of General Partner's Partnership Interest. Unless otherwise agreed to by all Limited Partners, the General
Partner shall have the right to effect a Disposition of all or any portion of its General Partner interests in the Partnership
only with the prior consent of the Limited Partners holding a Super Required Interest. In the event any Person is admitted as a
substituted General Partner, such admission shall occur contemporaneously with the withdrawal of the former General Partner. Any
additional or substituted General Partner shall continue the business of the Partnership. Notwithstanding anything in this Agreement
to the contrary, any General Partner who voluntarily or involuntarily for any reason withdraws from the Partnership, or sells,
transfers, or assigns its General Partner interests in the Partnership, shall be and remain liable for all obligations and liabilities
incurred by it as a General Partner prior to the time of such withdrawal, sale, transfer, or assignment, but shall be free of any
obligation or liability as a General Partner incurred as a result of the activities of the Partnership from and after the time
of such withdrawal, sale, transfer, or assignment.



5.7Right of First Refusal in the Event of Transfer to a Third Party. Provided that the General Partner has provided
its prior written consent to a Disposition of Partnership interests to a Person other than a Permitted Transferee, any Limited
Partner (each a “Proposed Transferor”) who desires to Transfer its Limited Partner interest or any portion thereof
(including any Economic Interest therein) (an “Offered Interest”), to a Person other than a Permitted Transferee
must first give written notice (the “Transfer Notice”) of the terms of the contemplated sale or Disposition
and of the name of the purchaser or transferee (together with a copy of any written offer or proposed contract) to the General
Partner and the other Limited Partners at least sixty (60) Days prior to the contemplated Disposition date. All consideration for
the contemplated Disposition must be stated in terms of U.S. Dollars. The Limited Partners shall have the first right, exercisable
by delivery of a written notice (the “Notice”) to the Proposed Transferor, the General Partner and all other
Limited Partners within twenty (20) Days after receipt of the Transfer Notice, to purchase the Offered Interest or a portion thereof
pro rata (in the proportion to the participating Limited Partner's Percentage Interest). If any Limited Partner declines to exercise
its pro rata share of any option to purchase the Offered Interest, the other Limited Partners shall be entitled to exercise the
declining Limited Partner's option in proportion to such other Limited Partners' respective Percentage Interests. If the rights
of the other Limited Partners are not exercised as to all of the Offered Interest within the applicable time periods, then the
Proposed Transferor may sell the Offered Interest on the terms and conditions set out in the Transfer Notice and to the proposed
transferee identified therein; provided, however, that if the terms and conditions of the proposed Transfer as described in the
Transfer Notice change in any material respect or if the identity of the proposed transferee changes, the Proposed Transferor shall
be required to obtain the written consent of the General Partner, and if such consent is obtained, the Proposed Transferor shall
give new notice to the General Partner and the Limited Partners and the procedures provided for in this Section 5.7
shall be again followed. The terms of the Transfer shall not be contrary to any of the provisions of this Agreement, and the Transfer
Notice must be duly executed by the Proposed Transferor and the transferee, received by the General Partner, and recorded in the
books of the Partnership in order to have any binding effect on the Limited Partners, the General Partner or the Partnership. The
transferee of the Offered Interest of a Proposed Transferor shall be entitled to receive, as of such effective date, only an economic
interest entitling the transferee to only the allocations and distributions pursuant to ARTICLE VII thereafter attributable
to the Offered Interests transferred, the obligations to make capital contributions associated with the Offered Interest in accordance
with ARTICLE VI and shall have no other rights unless and until the transferee becomes a substitute Limited Partner.
In addition, as a condition of such Disposition, the transferee must execute a document, in a form satisfactory to the General
Partner, whereby such transferee agrees to be bound by the terms of this Agreement.









5.8Transferees Bound; Opinion of Counsel.As a condition of any Disposition, whether to a Permitted Transferee or pursuant
to Section 5.7 above, the transferee must execute, acknowledge and deliver to the Partnership such other instruments
as the General Partner may deem necessary or advisable to effect such transfer, including, without limitation, the written acceptance
and adoption by such transferee of the provisions of this Agreement. Upon any Disposition, a transferee shall be subject to all
provisions of this Agreement as if originally a party hereto. In addition, no transfer or other disposition of the interest of
a Partner shall be permitted until the General Partner shall have received an opinion of counsel satisfactory to it (or waived
such opinion requirement) that the effect of such transfer or disposition would not:



(a)result in the Partnership’s assets being considered, in the opinion of counsel for the Partnership, as “plan
assets” within the meaning of ERISA, or any regulations proposed or promulgated thereunder;



(b)result in a violation of the Securities Act or any comparable state law;



(c)require the Partnership to register as an investment company under the Investment Company Act;



(d)require the Partnership, the General Partner, or any shareholder of the General Partner to register as an investment adviser
under the Investment Advisers Act of 1940, as amended;



(e)result in a termination of the Partnership for federal income tax purposes pursuant to Section 708 of the Code, unless such
termination would have no adverse effect upon the Partnership or any Partner;



(f)result in a violation of any law, rule, or regulation by the transferring Partner, the Partnership, the General Partner,
or any shareholder of the General Partner;



(g)cause the Partnership to be a “publicly traded partnership” as such term is defined in Section 7704(b) of the
Code; or



(h)result in a violation of this Agreement.



Such legal opinion shall be provided to the General
Partner by the transferring Partner or the proposed transferee. Any costs associated with such opinion shall be borne by the transferring
Partner or the proposed transferee. Upon request, the General Partner will use its good faith diligent efforts to provide any information
possessed by the Partnership and reasonably requested by a transferring Partner to enable it to render the foregoing opinion. The
General Partner may, in its sole discretion, waive the requirement of an opinion of counsel provided for in this Section 5.8.



5.9Myers Purchase Option. It is understood that SCC has encumbered certain assets of the Company in order to collateralize
a loan agreement (“The Loan”) In the event of a dissolution, foreclosure, repossession or disposition of any assets
or bankruptcy filing of SCC occurring during the period that this loan agreement is in place, Myers, or their assignee, shall have
the exclusive right to purchase SCC’s fifty-percent ownership interest in the Company, in accordance with the Call Option
Agreement dated May 29th, 2015. The Company must satisfy the Lender’s security interest in the collateral held
by Lender for The Loan. However, in no case will the Company be required to pay an amount greater than 65% of the then-current
Net Orderly Liquidation Value (“NOLV”) of the specific assets of the Company identified and used as collateral as part
of the Security Agreement between SCC and the lender. It is the intent that all such payments (as mentioned above) made to the
lender by the Company will be sufficient to release, in total, all UCC filings on those specific assets, giving the Company clear
title to all such Company assets. In the event of an SCC dissolution, foreclosure or bankruptcy after The Loan has been fully paid
with respect to amounts collateralized by the Company’s assets, Myers, or his assignee, shall have the exclusive right to
purchase SCC’s fifty-percent ownership interest in the Company for a one-time payment equal to $10,000.









5.10SCC Purchase Obligation.



(a)Transfer Upon Sale. In addition to those other Transfers contemplated in this Article V, upon the acquisition of
all or substantially all of the assets of SCC by a third party, or the sale, merger, consolidation or other business combination
of SCC with or to a third party in which the holders of a majority of the equity interests of SCC before such event no longer hold
a majority of the equity interests of the resulting entity after such event, then SCC shallpurchase
from the General Partner and the other Limited Partners (collectively, the “Selling Partners”) (and the Selling
Partners shall be required to sell to SCC) the Percentage Interests of the Selling Partners(with
such purchase to be made in accordance with the terms of this Section 5.10).



(b)Valuation Methodology.



(i)The purchase price of the Percentage Interests of the Selling Partners shall be determined by mutual agreement of SCC and
the Selling Partners or, if such parties cannot agree, by an independent valuation performed by a mutually-selected, nationally
recognized investment banking firm or certified public accounting firm (“Independent Financial Expert A”). Upon
completion of its assignment, Independent Financial Expert A shall notify the parties in writing of Independent Financial Expert
A’s determination of the value of each Selling Partner’s Percentage Interest. Within five business days after receiving
written notice by Independent Financial Expert A, each Partner party may object to the valuation. Such objecting Partner shall
evidence their objection by written notice (“Notice of Objection”) sent to the other Partners within the five
business day period. If a party sends such Notice of Objection to the other Partners then, within ten business days of the other
Partners receiving such notice, SCC and the Selling Partners (it being agreed that the Selling Partners shall together select a
single expert) shall designate a nationally recognized, investment banking firm or certified public accounting firm (“Independent
Financial Experts B and C”). Within 15 business days after being selected, Independent Financial Experts B and C shall
mutually-select a third nationally recognized, investment banking firm or certified public accounting firm (“Independent
Financial Expert D”) that shall prepare a final and binding determination of each Selling Partner’s Percentage
Interest. The costs of Independent Financial Experts A, C and D shall be paid for by SCC, and the cost of Independent Financial
Expert B shall be paid for by the Selling Partners.



(ii)Regardless of the determination of value of each Selling Partner’s Percentage Interest by any of the methods described
in Section 5.10 (b) (i) above, , the minimum aggregate value of the Selling Partners’ Percentage Interests shall not be less
than the undistributed net taxable income attributable to the Selling Partners’ Percentage Interests, plus the greatest of
one of the following pro rata the Selling Partner’s Percentage Interest: (A) five times the average of the Partnership’s
EBITDA for the previous three fiscal years; (B) the sum of the Partnership’s assets less liabilities, plus the difference
between the orderly liquidation value of all land, construction and transportation equipment and all other capitalized assets listed
on the Partnership’s balance sheet, less the then-current book value for those same assets; (C) five times the Partnership’s
total EBITDA for the trailing twelve months prior to the transaction close date;









(c)All closings of a Transfer under this Section 5.10 will be held at the Partnership’s principal office
and shall take place on the date agreed by the Selling Partners and SCC, unless the price and valuation per Percentage Interest
is contested, in which case the closing shall take place at the principal office of the Partnership at 10:00 am on the tenth business
day after the applicable Independent Financial Expert delivers its valuation of the Selling Partners’ Percentage Interests
(or such other time or place as the parties may agree). All transfer taxes imposed on the Transfer shall be payable by the selling
Partner(s), and all other closing costs shall be allocated in the manner customarily allocated between buyers and sellers of ownership
interests in similar ventures in the State of California.



5.11Purchase of the Myers Interest upon Clinton Wallace Myers’ Death.



(a)Insurance Proceeds SCC agrees to purchase, within 120 days of the Effective Date, a $20 million term life insurance
policy on Clinton Wallace Myers’ life which policy shall then become a part of this agreement as Exhibit B.
SCC shall be named as the sole and direct beneficiary under, and the sole owner of, such Life Insurance Policy. SCC shall be solely
responsible for maintaining such Life Insurance Policy, including paying all premiums and other amounts related thereto, and at
no time shall the Partnership nor Myers have any liability or responsibility whatsoever respecting maintenance of the Life Insurance
Policy.



(b)Selling Representative; Myers Interest. Upon the death of Clinton Wallace Myers, the personal representative of the
Myers estates, or the trustees of any trusts established by Myers, as the case may be, shall be referred to herein as the “Selling
Representative”. The Selling Representative shall Transfer to SCC or its designee title to the Percentage Interests held
by Myers (the “Myers Interest”) in accordance with this Section 5.11.



(c)Purchase Procedures. Upon the death of Clinton Wallace Myers, SCC shall collect the proceeds of the Life Insurance
Policy (the “Life Insurance Proceeds”) and shall purchase the Myers Interest from the Selling Representative
for an amount equal to such proceeds. If, for any reason (except suicide), the Life Insurance Policy renders no Life Insurance
Proceeds, SCC shall purchase the Myers Interest from the Selling Representative using the pricing methodology set forth in Section
5.10(b) above. The closing of the purchase of the Myers Interest (“Myers Interest Closing”) shall occur
at a time mutually acceptable to both the Selling Representative and SCC, but shall in no event be later than sixty (60) days after
the date of Clinton Wallace Myers’ death.



(d)Direction to Personal Representative. Clinton Wallace Myers and Clinton Charles Myers, by execution of this Agreement,
agree to, and agree to cause their spouses to, insert into their respective wills or codicils thereto, and/or their trusts or an
amendments thereto, a direction to their personal representatives or trustees, including the Selling Representative, to promptly
comply with the terms of this Section 5.11 and to execute any and all documents reasonably required to achieve such
compliance; provided, however, that the failure of Clinton Wallace Myers or Clinton Charles Myers or their spouses to do
so shall not affect the validity or enforceability of this Section 5.11.









(e)No Transfer for Value. Notwithstanding anything contained in this Agreement to the contrary, all transactions undertaken
regarding the Life Insurance Policy shall be undertaken so as to avoid the “transfer for value” restrictions imposed
by Section 101(a)(2) of the Code or any successor provision thereto.



(f)Authority. Notwithstanding anything contained in this Agreement to the contrary, Myers holds no incidents of ownership,
as defined in Section 2042 of the Code, with respect to the Life Insurance Policy, and that all incidents of ownership instead
shall be held by, and for the benefit of, the SCC. The provisions of this Agreement shall be interpreted and construed, and the
powers and discretion of the Managers shall be exercised, only in a manner consistent with this intent.



5.12Purchase of the Myers Interest upon Clinton Wallace Myers’ Permanent Disability. SCC agrees to purchase, within
120 days of the Effective Date, a $20 million Disability Insurance Policy with respect to the permanent disability of Clinton Wallace
Myers (the “Disability Insurance Policy”), which policy shall then become a part of this agreement as Exhibit
C. SCC shall be solely responsible for maintaining the Disability Insurance Policy, including paying all premiums and other
amounts related thereto and at no time shall the Partnership nor Myers have any liability or responsibility whatsoever respecting
maintenance of the Disability Insurance Policy. Upon the “permanent disability” of Clinton Wallace Myers (as defined
by the terms of the actual policy then in place), SCC shall collect the proceeds, if any, of the disability insurance policy (the
“Disability Insurance Proceeds”) and shall purchase the Myers Interest from the Selling Representative for the
full amount of the Disability Insurance Proceeds. If, for any reason (other than Clinton Wallace Myers’ intentional violation
of the policy terms), the Disability Insurance Policy renders no Disability Insurance Proceeds, SCC shall purchase the Myers Interest
from the Selling Representative using the pricing methodology set forth in Section 5.10(b) above.



ARTICLE VI
CONTRIBUTIONS, FUNDING, BONDING, OBLIGATIONS AND LOANS



6.1Capital Contributions.



(a)Pursuant to Section 6.6 below, SCC is required to provide for all funds necessary for the Partnership normal
conduct of business; provided, however, to the extent that the General Partner reasonably determines that the Partnership requires
additional funds for any Partnership purpose, the General Partner may call for additional Capital Contributions from the Limited
Partners pursuant to this Section 6.1(a) at such times and in such amounts as approved by the Partner Committee.
If the General Partner makes a capital call pursuant to this Section 6.1(a), the Limited Partners shall contribute
such additional capital (in cash), in accordance with their respective Percentage Interests, within sixty (60) Days of receipt
by the Partners of a written request (a “Capital Call”) from the General Partner for such additional capital.









(b)If any Partner (a “Non-Contributing Partner”) does not make a Capital Contribution required pursuant
to this Section 6.1, andfails to cure such default within fourteen (14) Days of written notice (the “Default
Date”) delivered by the General Partner to the Non-Contributing Partner, without in any way limiting any remedy which
the Partnership may pursue pursuant to Section 6.1(d) below, such Non-Contributing Partner shall, immediately upon
the Default Date and continuing until the earlier of the Non-Contributing Partner's cure of the default or one (1) year (the “Default
Period”): (i) forfeit all voting rights, if any, (ii) forfeit its designee on the Partner Committee, and (iii) have
any allocations and distributions adjusted to account for the Non-Contributing Partner's lower capital contributions. If the default
is not cured within one (1) year of the Default Date (the last day of such year being the “Dilution Date”),
then the Non-Contributing Partner's Percentage Interest shall be reduced by an amount equal to the amount of the default divided
by the net equity of the Partnership as of the quarter end immediately preceding the Dilution Date. The amount by which the Non-Contributing
Partner’s Percentage Interest is reduced shall be then allocated to the other non-defaulting Partners pro rata based on their
respective Percentage Interests. As an example:



|Capital Call default amount                 | $20,000                
|------------------------------------------- | -----------------------
|Non-Contributing Partner % Interest         | 50%                    
|Net equity of Partnership                   | $1,000,000             
|Formula                                     | $20,000/$1,000,000 = 2%
|New % Interest for Non-Contributing Partner | 50%-2% = 48%           



(c)Except as set forth in this Agreement, neither the General Partner nor any Limited Partner shall have any obligation to
make any contributions of capital to the Partnership or to make any loan to the Partnership. If the General Partner desires to
seek additional Capital Contributions from the Limited Partners other than Capital Contributions required by this Section
6.1, the provisions of Section 5.5shall apply.



(d)The Partners agree that the General Partner’s authority and discretion to enforce any remedy against a Non-Contributing
Partner (including but not limited to the remedies set forth in this Section 6.1) supersede any fiduciary duties
of the General Partner to such Non-Contributing Partner. The Partners further agree that the remedies set forth in this Section
6.1 are fair and reasonable in light of the difficulty in ascertaining the actual damages that would be incurred by the
Partnership and the non-defaulting Partners as a result of the Non-Contributing Partner’s failure to contribute capital when
due pursuant to the terms of this Agreement. In addition to the remedies set forth in Section 6.1(a), the Partnership
shall have, but is not required to exercise, all remedies available at law or in equity if any such contribution is not so made.
If any legal proceedings relating to a Non-Contributing Partner are commenced, such Non-Contributing Partner shall pay all costs
and expenses incurred by the Partnership, including attorneys’ fees and expenses, in connection with such proceedings.



6.2Return of Capital Contributions. No Partner is entitled to the return of its Capital Contributions to the Partnership
or to be paid interest in respect of either its Capital Account or any Capital Contribution made by it to the Partnership. No unrepaid
Capital Contribution shall be deemed or considered to be a liability of the Partnership or of any Partner. No Partner shall be
required to contribute or loan any cash or property to the Partnership to enable the Partnership to return any Partner's Capital
Contribution to the Partnership.



6.3Partners; Contribution; Percentage Interests. The name, address and Percentage Interest of each Partner as of the
Effective Date are set forth on Exhibit A, attached hereto. Exhibit A hereto shall be amended by the General
Partner from time to time to affect (i) any additional Capital Contributions made by the Partners, (ii) any adjustment
to the Percentage Interests of the Partners resulting from Capital Contributions made by the Partners other than in accordance
with their Percentage Interests, and (iii) the admission of additional or substituted Partners.









6.4Computation of Capital Account. Capital Accounts shall be established and maintained for each Partner in accordance
with Regulations Section 1.704-1(b).



6.5Facilitation with Financing.



(a)From time to time, at the request of the General Partner, SCC shall use commercially reasonable efforts to cooperate, arrange,
facilitate, guarantee and/or secure third-party financing for Partnership equipment and other needs, based on mutually agreed terms.



(b) SCC is required to provide for all funds necessary for the Partnership normal conduct of business



6.6Bonding and Prequalification.



(a)SCC shall obtain, to the extent commercially available, a surety and bonding line for the Partnership. The amount of this
bond line shall be adequate to support all of the Partnership’s operations with single project limits of at least $150 million
and an aggregate limit of at least $350 million.



(b)SCC shall further assist in owners’ prequalification procedures for the Partnership and guarantee prequalification
amounts commensurate with the foregoing bonding limits.



(c)The Partnership shall not indemnify any debt or bonding/surety obligations of SCC or any of its subsidiaries.



ARTICLE VII
ALLOCATIONS, NET CASH FLOW AND DISTRIBUTIONS



7.1Allocations.



(a)In General. The allocations in this ARTICLE VII are intended to comply with Regulations Section 1.704-1 et
seq.and should be interpreted consistently therewith.



(b)Profits. Profits shall be allocated in the following priority:



(i)First, to the Partners in proportion to, and in the reverse order and to the extent of, the aggregate Losses allocated to
the Partners pursuant to Section 7.1(c) below, until the aggregate Profits allocated to the Partners equals
such aggregate Losses.



(ii)Next, to the Partners in proportion to their respective Percentage Interests.



(c)Losses. Losses shall be allocated in the following priority:



(i)First, to the Partners on a pro rata basis in accordance with their respective Percentage Interests until they have been
allocated losses in the amount of their Capital Contributions less distributions; and









(ii)Thereafter, in accordance with the Percentage Interests of all Partners.



(d)Regulatory Allocations. Notwithstanding anything in this Section 7.1 to the contrary, to ensure that
the Partnership's allocations are respected, the Partnership must comply with Regulations Section 1.704-1 et seq.,
and allocate certain Partnership items as expressly required thereunder (the “Regulatory Allocations”). In furtherance
of this purpose, whenever necessary, the Partnership shall make all regulatory allocations required thereunder, including, as necessary:



(i)Comply with the minimum gain chargeback requirements of Regulation Section 1.704-2(f).



(ii)Allocate nonrecourse deductions (as defined in Regulations Section 1.704-2(b)(1)) in accordance with the rules set forth
in Regulations Section 1.704-2(e)(2).



(iii)As quickly as possible allocate to a Partner who unexpectedly receives an adjustment, allocation, or distribution described
in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6) items of income and gain in an amount and manner sufficient to eliminate
any deficit balance caused by the (d)(4), (5), or (6). item. This provision is intended to comply with the qualified
income offset requirement of Regulations Section 1.704-1(b)(2)(ii)(d) and should be interpreted consistently therewith.



(iv)Notwithstanding any other provision of this Section 7.1 (other than the Regulatory Allocations), the
Regulatory Allocations shall be taken into account in allocating other Profits and Losses among the Partners so that, to the extent
possible, the net amount of such allocations of other Profits and Losses and the Regulatory Allocations to the Partners shall be
equal to the net amount that would have been allocated among the Partners if the Regulatory Allocations had not occurred.



(e)Section 704(c). Items of income, gain, loss, and deduction with respect to an asset contributed to the Partnership by a
Partner that has a fair market value (as set forth in this Agreement, or if not set forth in this Agreement, as determined by the
General Partner), at the time of such contribution which is different from its adjusted tax basis shall, for tax purposes only,
be allocated among the Partners in the manner provided under Section 704(c) of the Code and Regulations thereunder so as to
take into account any variation between the basis of the property to the Partnership and its fair market value at the time of contribution.
Such allocations shall be made in accordance with the traditional method set forth in Regulations Section 1.704-3(b).



7.2Distributions.



(a)In General. Prior to the occurrence of any event specified in Section 11.1 and subject to applicable
law and any limitations contained elsewhere in this Agreement the Company shall, on a quarterly basis, distribute the full amount
of each Partner’s net taxable income pro rata in accordance with the Partner’s respective Percentage Interests.
Such distribution shall be made to the Partner within 30 calendar days after the tax filing due date for each fiscal quarter to
the extent that there is cash or cash equivalents available on the Partnership’s Balance Sheet to make such distributions.









(b)Tax Distributions. Notwithstanding anything in this Section 7.2 to the contrary, to the extent
that there are Profits allocated to any of the Partners, and except as may be otherwise agreed to by all Limited Partners, the
General Partner shall make distributions to the Partners in an amount sufficient to pay the U.S. federal and state income tax liability
incurred by the Partners with respect to the Profits so allocated to them for the prior tax year, assuming that all such Partners
are taxed at the highest marginal rate applicable to individuals.



7.3Amounts Withheld. All amounts withheld pursuant to the Code or any provision of any state or local tax law with respect
to any payment or distribution to the Partners shall be treated as amounts distributed to the Partners pursuant to this ARTICLE VII
for all purposes under this Agreement. The General Partner may allocate any such amounts among the Partners in any manner that
is in accordance with applicable law.



ARTICLE VIII
ADMINISTRATIVE AND TAX MATTERS



8.1Books and Records. The books and records of the Partnership shall be kept, at the expense of the Partnership, by
the General Partner at its principal place of business or at such other place as the General Partner may designate. From August
1, 2011 until such time as SCC is no longer a Limited Partner, SCC shall perform for the Partnership all back-office activities
of the Partnership other than accounting and payroll services. SCC shall not be entitled to reimbursement out of Partnership funds
for any other costs and expenses incurred by it for the benefit of the Partnership, including but not limited to internal and external
audit fees, accountant fees, attorneys’ fees, and other professional or consulting fees.



8.2Financial Statements; Tax Returns. Annual audited financial statements of the Partnership, including a balance sheet
and a profit and loss statement, and if such profit and loss statement is not prepared on a cash basis, a statement of changes
in financial position, shall be prepared and certified by the Independent Accountants and delivered to the Partners within one
hundred twenty (120) days after the close of the Partnership’s fiscal year. The Partnership’s federal, state and local
tax returns, IRS Form 1065, Schedule K-1 and any other tax information reasonably requested by a Limited Partner will be prepared
by independent accountants under the accountancy rules and regulations of the State of California selected by the General Partner
and delivered to the Limited Partners within one hundred twenty (120) days after the close of the Partnership’s fiscal year.



8.3Inspection. Each Partner shall have the right, upon reasonable demand for any purpose reasonably related to such
Partner's interest as a Partner at any reasonable time, to inspect the books and records of the Partnership during reasonable business
hours at the principal place of business of the Partnership or such other location as the General Partner may designate. Any such
demand by a Partner shall be in writing and shall state the purpose of such demand.



8.4Bank Accounts; Investments.



(a)All funds of the Partnership shall be deposited in its name and in an account or accounts maintained in a national or state
bank or banks or brokerage account or accounts designated from time to time by the General Partner. The funds of the Partnership
shall not be commingled with the funds of any other Person, provided that, notwithstanding anything in this Partnership Agreement
to the contrary, SCC shall be allowed to sweep, commingle and invest Available Cash generated by the Partnership when and to the
extent agreed between SCC and the General Partner. SCC shall pay the Partnership interest on these funds, and such interest shall
be at the Prime Rate, as published in the Wall Street Journal, plus 2%. Interest payments on swept cash shall be payable monthly
to the Partnership until the net cash swept equals zero. All cash swept shall be secured by a grant by SCC to the Partnership of
first position Deeds of Trust on property owned by SCC, or other wholly owned subsidiaries (the “Primary Sweep Security”).
If the amount of cash swept exceeds the value of the Primary Sweep Security, the Partnership may require additional collateral
above the Deeds of Trust to be provided by SCC, and SCC shall grant a second position security interest to the Partnership on SCC’s
owned and leveraged equipment (the “Secondary Sweep Security”). If the amount of cash swept exceeds the value
of the Secondary Sweep Security, then SCC will pledge its interest in the Partnership to the Partnership as further security. Checks
shall be drawn upon the Partnership account or accounts only for the purposes of the Partnership and shall be signed by such signatory
party or parties as may be designated from time to time by the General Partner.









(b)Notwithstanding anything to the contrary herein, the General Partner understands, acknowledges and agrees that the Partnership
shall be subject to certain financial and accounting controls imposed by the Sarbanes-Oxley Act of 2002, as amended from time to
time (the “Sarbanes-Oxley Act”), including but not limited to cash management and check-writing authority. As
such, the General Partner hereby agrees to take such actions and adopt such procedures as may be necessary or required under the
Sarbanes-Oxley Act.



8.5Tax Matters Partner. The Partners recognize that the General Partner will be treated as the tax matters partner of
the Partnership pursuant to Section 6231(a)(7) of the Code. The General Partner shall use its best efforts to cause all Partners
to become “notice partners” within the meaning of Section 6231(a)(8) of the Code. The General Partner shall keep all
other Partners informed of all matters that may come to its attention in its capacity as “tax matters partner” as required
by Section 6223(g) of the Code. If the tax matters partner is required by law or regulation to incur fees and expenses in connection
with tax matters not affecting all the Partners, then the Partnership shall be entitled to reimbursement from those Partners on
whose behalf such fees and expenses were incurred. To the fullest extent permitted by law, but subject to the limitations and exclusions
of Section 9.8, the Partnership agrees to indemnify the tax matters partner and its agents and save and hold them harmless,
from and in respect to all (a) fees, costs and expenses in connection with or resulting from any claim, action, or demand against
the tax matters partner, the General Partner or the Partnership that arise out of or in any way relate to the tax matters partner’s
status as tax matters partner for the Partnership, and (b) all such claims, actions, and demands and any losses or damages therefrom,
including amounts paid in settlement or compromise of any such claim, action, or demand.



8.6Tax Elections. The General Partner, with the approval of the Partner Committee, shall have the right to make any
applicable elections under the Code which, in its best judgment, are in the best interests of the Partnership, other than an election
to treat the Partnership as other than a partnership for federal income tax purposes.













ARTICLE IX
MANAGEMENT; LIMITATIONS;
MEETINGS; STANDARD OF CARE; INDEMNIFICATION



9.1Management.



(a)The management and control of the Partnership shall be vested solely in the General Partner, who shall have (subject to
the limitations imposed by this Agreement) full, exclusive, and complete discretion in the management and control of, and in the
making of all decisions affecting, the Partnership business. Without limiting the generality of the preceding sentence, the General
Partner shall have the authority, the right, and the power, on behalf of the Partnership:



(i)to enter into, execute, deliver, amend, and perform any and all agreements, contracts, documents, certifications, and instruments
binding the Partnership as may be necessary or convenient in connection with the ownership, management, maintenance, and operation
of the business of the Partnership and Partnership property;



(ii)to execute, in furtherance of any or all of the purposes of the Partnership, any lease, bill of sale, contract, or other
instrument purporting to convey or encumber the real or personal property of the Partnership; provided, however, any such transaction
outside the ordinary course of business of the Partnership shall require the approval of the Partner Committee;



(iii)to sell, transfer, exchange, or otherwise dispose of the assets of the Partnership; provided, however, any such transaction
outside the ordinary course of business of the Partnership shall require the approval of the Partner Committee;



(iv)to establish reserves for working capital and for taxes, insurance, debt service, repairs, replacements or renewals, or
other costs and expenses incident to the ownership of Partnership property and for other such purposes as the General Partner deems
appropriate under the circumstances from time to time;



(v)to have the Partnership's direct expenses billed directly to and paid by the Partnership;



(vi)to pay all taxes, charges, and assessments against the Partnership and its property;



(vii)to admit Partners, subject to and in accordance with ARTICLE V of this Agreement;



(viii)subject to Section 8.3(a) above, to open, maintain, and close bank accounts, to designate and change signatories
on such accounts, and to draw checks and other orders for the payment of monies;



(ix)to settle claims, to prosecute, defend, and settle lawsuits, and to handle all matters with governmental agencies;









(x)subject to Section 8.3(a) above, to deposit Partnership funds that, from time to time, are not required for
the operation of the business of the Partnership in interest bearing bank, brokerage or money market fund accounts or to purchase
commercial paper, treasury bills, or other short-term instruments or interests as the General Partner deems necessary, appropriate,
or advisable;



(xi)to select and remove all officers, employees, consultants, accountants, attorneys, managers, and any and all other agents
and assistants, both professional and non-professional, as the General Partner in its sole discretion may deem necessary, appropriate,
or advisable in furtherance of the purposes of the Partnership, and to compensate such Persons for services rendered;



(xii)to collect all sums due the Partnership;



(xiii)to prepare and file all Partnership tax returns and to make all elections for the Partnership thereunder, subject to and
in accordance with Section 8.2;



(xiv)to determine the timing and amount of any distributions to the Partners (whether for cash or property), subject to and in
accordance with Section 7.2 above and Section 11.3 below;



(xv)to take any and all other action that the General Partner deems necessary, appropriate, or desirable in furtherance of the
purposes of the Partnership;



(xvi)to purchase such insurance as the General Partner may determine; provided, however, any such transaction outside the ordinary
course of business of the Partnership shall require the approval of the Partner Committee; and,



(xvii)with the approval of the Partner Committee, to borrow monies or otherwise commit the credit of the Partnership for Partnership
purposes, to make voluntary prepayments on or extensions of debt, and, in connection with any such indebtedness, to mortgage, pledge
and/or otherwise encumber all or any portion of the Partnership's property and assets.



(b)To the extent that any of the actions of the General Partner require the approval of the Partner Committee, the General
Partner shall only take such actions as directed by the Partner Committee after approval of the Partner Committee is obtained..
The General Partner and the Partner Committee shall adopt minimum dollar authorities, if applicable, for items wherein Partner
Committee approval is required.



(c)No person dealing with the Partnership shall be required to inquire into the authority of the General Partner to take any
action or make any decision hereunder, and every agreement, contract, undertaking, document, certification or instrument executed
by the General Partner with respect to any business or property of the Partnership shall be conclusive evidence in favor of any
and every person relying thereon or claiming thereunder that (i) at the time of the execution and/or delivery thereof, this Agreement
was in full force and effect, (ii) such instrument was duly executed in accordance with the terms and provisions of this Agreement
and is binding upon the Partnership, and (iii) the General Partner was duly authorized and empowered to execute and deliver any
and every such agreement, contract, undertaking, document, certification or instrument for and on behalf of the Partnership.









9.2Authority of the General Partner. Any person dealing with the Partnership or the General Partner may rely upon a
certificate signed by the General Partner, thereunto duly authorized, concerning:



(a)the identity of the General Partner or any other Partner;



(b)the existence or nonexistence of any fact or facts that constitute conditions precedent to acts by the General Partner or
in any other manner germane to the affairs of the Partnership;



(c)the person or persons who are authorized to execute and deliver any instrument or document of the Partnership; or



(d)any act or failure to act by the Partnership or concerning any other matter whatsoever involving the Partnership or any
Partner.



9.3Specific Limitations on the General Partner's Authority. Notwithstanding anything to the contrary herein, the General
Partner shall have no right, power, or authority, without the prior approval (which shall not be unreasonably withheld or delayed)
to the specific act in question by Partners holding, in the aggregate, at least a Super Required Interest, to effectuate any one
or more of the following acts:



(a)to do any act in contravention of this Agreement; and



(b)to possess Partnership property or assign, transfer, mortgage, pledge, or grant a security interest in and/or a deed of
trust with respect to Partnership property for other than a Partnership purpose.



9.4Reimbursement. The General Partner shall be entitled to reimbursement out of Partnership funds for any and all actual,
reasonable and necessary costs and expenses incurred by it on behalf of the Partnership, while acting on behalf of the Partnership.



9.5Meetings of Partners. Any matter requiring the approval of the Partners pursuant to this Agreement may be considered
at a meeting of the Partners called by the General Partner or Partners holding at least ten percent (10%) of the Percentage Interests
and held not less than five (5) nor more than fifteen (15) Days after written notice of such meeting, stating the date, time, and
place where such meeting is to be held and the purposes for which it is called, is delivered to the Partners in accordance with
the provisions of Section 13.2. The presence at such meeting of the General Partner and at least a Required Interest
shall constitute a quorum for the transaction of business. Any action required or permitted to be taken at any meeting of the Partners
may, however, be taken (i) without a meeting by means of the General Partner's submitting to the Limited Partners, in accordance
with the provisions of Section 13.2, a statement of the matter to be voted on, the purpose thereof, and the period
within which the Limited Partners must respond either in the affirmative or in the negative to the matter in respect of which the
vote is requested (which response period shall not be less than five (5) Days nor more than fifteen (15) Days from the date on
which the Limited Partner in question is deemed to have received such request pursuant to Section 13.2), or (ii) by
means of a telephone conference in which all Partners participating in the meeting and constituting a quorum can hear and speak
to each other. Except as specifically provided to the contrary in this Agreement, all decisions of the Partners pursuant to this
Section 9.5 shall be made by the concurring vote (whether by actual vote or deemed vote pursuant to Section 13.2)
of the General Partner and a Required Interest.









9.6Standards of Care. In the performance of its duties under this Agreement, the General Partner shall use reasonable
efforts to conduct the business of the Partnership in a good and businesslike manner and in accordance with good business practice.
The General Partner shall not be held liable or responsible to any Partner or to the Partnership for any losses sustained or liabilities
incurred, in connection with, or attributable to, errors in judgment, negligence, or other fault of the General Partner, except
that which is attributable to the proven gross negligence or willful misconduct of such General Partner.



9.7Outside Activities of the Partners. The Partners acknowledge that the General Partner, the Limited Partners and their
respective Affiliates are engaged in activities other than the activities of the Partnership. Notwithstanding the foregoing, the
Partners acknowledge and agree that as to the General Partner, the business conducted by the Partnership shall be the General Partner's
primary responsibility and the General Partner shall make a good faith effort to devote the majority of its time to the Partnership.
Except as set forth in (i)  that certain Employment Agreement of Clinton W. Myers dated August 1, 2011, and (ii) that
certain Employment Agreement of Clinton C. Myers dated August 1, 2011 (collectively, the “Restrictive Agreements”),
participation in the Partnership shall not in any way act as a restraint on the other present or future business activities or
investments of any Partner (or any Affiliate of a Partner), or any employee, officer, director, or shareholder of any Partner,
whether or not such activities are competitive with the business of the Partnership. Except as set forth in the Restrictive Agreements,
no Partner (or any Affiliate of a Partner) or any employee, officer, director, or shareholder of any Partner shall, under any circumstances,
be obligated or bound to offer or present to the Partnership or any of the other Partners any business opportunity presented or
offered to them or the Partnership as a prerequisite to the acquisition of or investment in such business opportunity by such Partner
(or any Affiliate of such Partner) or any employee, officer, director, or shareholder of such Partner for its account or the account
of others. In furtherance thereof, and except as set forth in the Restrictive Agreements, each of the Partners hereby agrees that
any business or activity in which a Partner (or any Affiliate of a Partner) or any employee, officer, director, or shareholder
of a Partner engages, conducts, or participates outside the Partnership shall be conclusively deemed not to be a business or activity
in competition with or an opportunity of the Partnership. Any such business or activity of a Partner (or any Affiliate of a Partner)
or any employee, officer, director, or shareholder of a Partner may be undertaken with or without notice to or participation therein
by the Partnership or the other Partners. Each Partner and the Partnership hereby waive any right or claim that such Partner or
the Partnership may have against a Partner (or any Affiliate of a Partner) or any employee, officer, director, or shareholder of
a Partner with respect to any such permitted business or activity or the income or profits therefrom. The provisions of this Section
shall not serve, to waive or limit the provisions of any of the Restrictive Agreements binding upon any Partner or any Affiliate
of any Partner.



9.8General Indemnification. The Partnership shall indemnify and hold harmless to the fullest extent permitted by law,
the General Partner, the members of the Partner Committee, the tax matters partner and their respective managers, members, partners,
principals, officers, employees, affiliates or agents, and all of their respective successors, heirs and assigns (each, an “Indemnified
Party” and collectively, the “Indemnified Parties”) from and against any and all (a) reasonable fees,
costs, and expenses, including legal fees, paid in connection with or resulting from any claim, action, or demand against the Indemnified
Parties that arises directly or indirectly out of or in any way relates to the Partnership, its properties, business, or affairs
and (b) such claims, actions, and demands and any losses or damages resulting from such claims, actions, and demands, including
amounts paid in settlement or compromise (if recommended by attorneys for the Partnership) of any such claim, action or demand;
provided, however, that this indemnity shall not extend to any conduct which constitutes willful misconduct, gross negligence,
fraud or bad faith in the performance of an Indemnified Party’s duties. Expenses incurred by any Indemnified Party in defending
a claim or proceeding covered by this Section shall be paid by the Partnership in advance of the final disposition of such claim
or proceeding, provided the Indemnified Party undertakes to repay such amount if it is ultimately determined that such Indemnified
Party was not entitled to be indemnified. The provisions of this Section 9.8 shall remain in effect as to each Indemnified
Party whether or not such indemnified person continues to serve in the capacity that entitled such person to be indemnified. The
indemnification rights herein contained shall be cumulative of, and in addition to, any and all rights, remedies, and recourses
to which the Indemnified Parties shall be entitled as against third parties.









9.9Loan Indemnification.



(a)During any period in which the General Partner remains obligated under the Loan, and for a period of two (2) years thereafter,
SCC and its affiliates (collectively “SCC Indemnitor”) shall indemnify and hold harmless to the fullest extent
permitted by law, the General Partner and its directors, shareholders, partners, principals, officers, employees, affiliates and
agents, and all of their respective successors, heirs and assigns (each, a “GP Indemnified Party” and collectively,
the “GP Indemnified Parties”) from and against the amount of any and all liabilities, obligations, losses, damages,
penalties, claims, actions, suits, costs, expenses and disbursements (including, but not limited to, all reasonable attorneys’
fees and costs), asserted against or incurred by any GP Indemnified Party from or after the Effective Date arising from, in respect
of, as a consequence of, or in connection with the Loan (“LOC Losses”).



(b)If any such action or claim for which any GP Indemnified Party is entitled to indemnification hereunder shall be brought
or asserted against a GP Indemnified Party (each, a “Claim”), such GP Indemnified Party shall promptly notify
SCC Indemnitor in writing, which notice shall set forth the obligation with respect to which the Claim is made, the facts giving
rise to and the alleged basis for such Claim and, if known, the amount of liability. No failure to give such notice shall relieve
SCC Indemnitor of any liability hereunder, except to the extent prejudiced thereby.



(c)SCC Indemnitor will have the right to defend the GP Indemnified Party against a Claim with counsel of SCC Indemnitor’s
choice so long as (i) SCC Indemnitor notifies the GP Indemnified Party in writing within thirty (30) days after the GP Indemnified
Party has given notice of the Claim that SCC Indemnitor will indemnify the GP Indemnified Party from and against the entirety of
any LOC Losses the GP Indemnified Party may suffer, and (ii) SCC Indemnitor conducts the defense of the Claim actively and diligently.
If a firm offer is made to settle a Claim and SCC Indemnitor desires to accept it, but the GP Indemnified Party elects, in writing,
not to do so, then under those circumstances, the GP Indemnified Party may continue the defense, but SCC Indemnitor shall only
be liable for the amount of the proposed settlement or the ultimate liability, whichever is less.



(d)So long as SCC Indemnitor is conducting the defense of the Claim in accordance with Section 9.9(c) above,
(i) the GP Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the
Claim, and (ii) the GP Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect
to the Claim without the prior written consent of the SCC Indemnitor (not to be withheld unreasonably).









(e)In the event any of the conditions in Sections 9.9(c) or (d) above is or becomes unsatisfied,
following written notice to SCC Indemnitor and ten (10) business days in which to respond, (i) the GP Indemnified Party, acting
reasonably, may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Claim
in any manner it reasonably may deem appropriate (and the GP Indemnified Party need not consult with, or obtain any consent from
SCC Indemnitor in connection therewith), (ii) SCC Indemnitor will reimburse the GP Indemnified Party promptly and periodically
for the costs of defending against the Claim (including reasonable attorneys' fees and expenses), and (iii) SCC Indemnitor will
remain responsible for any LOC Losses the GP Indemnified Party may suffer resulting from, arising out of, relating to, in the nature
of, or caused by the Claim to the fullest extent provided in this Section 9.9.



(f)All such LOC Losses payable by SCC Indemnitor pursuant to this Section 9.9 shall be paid from time to time
as incurred, both in advance of and after the final disposition of such action or claim, and upon demand by the GP Indemnified
Party(ies).



ARTICLE X
INVESTMENT REPRESENTATION; rIGHTS AND LIABILITY OF LIMITED PARTNERS



10.1Investment Representation of the Limited Partners. This Agreement is made with each of the Limited Partners in reliance
upon each Limited Partner’s representation to the Partnership, which by executing this Agreement each Limited Partner hereby
confirms, that its interest in the Partnership is to be acquired for investment, and not with a view to the sale or distribution
of any part thereof, and that it has no present intention of selling, granting participation in, or otherwise distributing the
same, and each Limited Partner understands that its interest in the Partnership has not been registered under the Securities Act
and that any transfer or other disposition of the interest may not be made without registration under the Securities Act or pursuant
to an applicable exemption therefrom. Each Limited Partner further represents that it does not have any 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 its interest in the Partnership.



10.2Qualifications of the Limited Partners. Each Limited Partner represents that it is an “accredited investor”
within the meaning of that term as defined in Regulation D promulgated under the Securities Act and a “qualified purchaser”
within the meaning of that term as defined under the Investment Company Act.



10.3Rights of Limited Partners. Subject to the terms and conditions of this Agreement, each Limited Partner shall have
all of the rights, and be afforded the status of a limited partner as set forth in the CULPA, and shall not take part in the management
or control of the Partnership business, transact any business for the Partnership, or have the power to sign for or bind the Partnership.



10.4Limitation of Liability. The liability of each Limited Partner shall be limited as and to the fullest extent provided
under the CULPA.









ARTICLE XI
DISSOLUTION: WINDING UP



11.1Dissolution. The Partnership shall be dissolved and its affairs shall be wound up upon the occurrence of any of the
following:



(a)The sale, transfer or other Disposition of all or substantially all of the assets of the Partnership;



(b)The sole remaining General Partner's Bankruptcy, dissolution, or withdrawal from the Partnership (including a Disposition
by the sole remaining General Partner of its entire interest as General Partner in the Partnership pursuant to Section 5.6),
unless the remaining Partners agree to continue the Partnership and its business and, if applicable, elect and approve a substitute
general partner;



(c)The approval of the General Partner and a Super Required Interest; or



(d)Any event that makes it unlawful for the Partnership business to be conducted.



Neither the death, dissolution, mental incompetency,
or Bankruptcy of any Limited Partner nor the admission or substitution of a Person as a Limited Partner shall dissolve, or be deemed
to dissolve, the Partnership or cause any interruption in or affect the continued existence of the Partnership and its business.
To the extent that any event other than those specifically set forth in clauses (a), (b), (c), and (d) hereinabove is determined
to cause, technically, a dissolution of the Partnership, the Partners hereby agree that upon the occurrence of any such event,
the Partnership shall automatically be reconstituted immediately as a new limited partnership on terms identical to those set forth
in this Agreement which shall be composed of the remaining Partners who may continue the business of the Partnership, either alone
or with other Persons, and who shall approve of the general partner of the new partnership.



11.2Liquidator. If the Partnership is dissolved and is not automatically reconstituted pursuant to Section 11.1
or otherwise reconstituted by the affirmative vote of the General Partner and the Limited Partners, an accounting of the Partnership
assets, liabilities, and operations through the last day of the month in which the dissolution occurs shall be made by by independent
accountants under the accountancy rules and regulations of the State of California selected by the General Partner and the affairs
of the Partnership shall be wound up and terminated. The General Partner shall serve as the liquidator (unless dissolution is caused
by the Bankruptcy of the General Partner, in which event the liquidator shall be a Person approved of by the Limited Partners holding,
in the aggregate, at least a Required Interest). The party actually conducting such liquidation in accordance with the foregoing
sentence is herein referred to as the “Liquidator.” The Liquidator shall have sufficient business expertise
and competence to conduct the Winding Up and termination of the Partnership and, in the course thereof, to cause the Partnership
to perform any contracts which the Partnership has or thereafter enters into. The Liquidator shall have full right and unlimited
discretion to determine the time, manner and terms of any sale or sales of Partnership property pursuant to such liquidation, having
due regard for the activity and condition of the relevant market and general financial and economic conditions. The Liquidator
(other than the General Partner) appointed as provided herein shall be entitled to receive such reasonable compensation for its
services as shall be agreed upon by the Liquidator and the Partners owning, in the aggregate, at least a Required Interest.









11.3Liquidation.



(a)Procedures. In the course of the Winding Up and terminating the business and affairs of the Partnership, the Liquidator
shall have the authority to wind up the affairs of the Partnership and to liquidate and distribute the assets of the Partnership.
To accomplish such liquidation, the Liquidator is authorized to do any and all acts permitted by law, including selling Partnership
assets deemed necessary or appropriate by the Liquidator.



(b)Distribution. Upon liquidation, the assets of the Partnership shall be distributed in the following order of priority:



(i)To all creditors of the Partnership, including Partners who are creditors of the Partnership (other than secured creditors
whose obligations will be assumed or otherwise transferred on the liquidation of Partnership assets).



(ii)To Partners in accordance with their positive balances in their respective Capital Accounts, after giving effect to all
contributions, distributions, and allocations for all periods. Liquidating distributions to the Partners pursuant to this Section
11.3(b) shall be made in accordance with Regulations Section 1.704-1 (b)(2)(ii)(b)(2).



(c)Negative Capital Accounts. No Partner shall be required to restore any deficit balance existing on its Capital Account upon
the liquidation and termination of the Partnership.



(d)Miscellaneous. The Liquidator shall be instructed to use all reasonable efforts to effect complete liquidation of the Partnership
within one year after the date the Partnership is dissolved. Each holder of a Partnership interest shall look solely to the assets
of the Partnership for all distributions and shall have no recourse therefor (upon dissolution or otherwise) against the Partnership,
the General Partner or the Liquidator. Upon the completion of the liquidation of the Partnership and the distribution of all Partnership
funds, the Partnership shall terminate and the General Partner (or a Limited Partner or the Liquidator, as the case may be) shall
have the authority to execute and record all documents required to effectuate the dissolution and termination of the Partnership.



11.4Creation of Reserves. After making payment or provision for payment of all debts and liabilities of the Partnership
and all expenses of liquidation, the Liquidator may set up, for a period not to exceed one (1) year after the date of dissolution,
such cash reserves as the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations
of the Partnership.



11.5Final Audit. Within a reasonable time following the completion of the liquidation, the Liquidator shall supply to
each of the Partners a statement, certified by the Independent Accountants if a Limited Partner shall so request, which shall set
forth the assets and the liabilities of the Partnership as of the date of complete liquidation, each Partner's pro rata portion
of distributions pursuant to Section 11.3, and the amount retained as reserves by the Liquidator pursuant to Section 11.4.



ARTICLE XII
POWER OF ATTORNEY



12.1Grant of Power. Each Partner does hereby irrevocably make, constitute, and appoint the General Partner, as its true
and lawful attorney and agent, with full power and authority in its name, place, and stead and to execute, swear to, acknowledge,
deliver, file, and record in the appropriate public offices (i) all certificates and other instruments (including, without
limitation, the Certificate of Limited Partnership) and all amendments thereto that the General Partner deems appropriate, necessary
or advisable to form, qualify, reform, or continue the qualification of, the Partnership as a limited partnership (or a partnership
in which the Limited Partners have limited liability) in the State of California and in each jurisdiction in which the Partnership
conducts business; (ii) all instruments that the General Partner deems necessary, appropriate or advisable to reflect the
use by the Partnership of the name Myers & Sons Construction, L.P.; (iii) all instruments that the General Partner
deems necessary, appropriate, or advisable to reflect any amendment, change, or modification of the Partnership but solely in accordance
with the terms of this Agreement; (iv) all conveyances and other instruments or documents that the General Partner deems appropriate,
necessary, or advisable to reflect the dissolution and termination of the Partnership but solely in accordance with the terms of
this Agreement; and (v) instruments relating to the admission of additional or substituted Partners or the adjustment of existing
Partners' Percentage Interests pursuant to the terms of this Agreement.









12.2Power Declared Irrevocable. The power of attorney set forth in Section 12.1 is hereby declared to be
irrevocable and a power coupled with an interest, and it shall survive and not be affected by the subsequent death, dissolution,
Bankruptcy, disability, incapacity, or mental incompetency of a Partner and shall extend to such Partner's heirs, successors, and
assigns. Each Partner hereby agrees to be bound by any representations made by the General Partner and any such successor thereto,
acting in good faith, pursuant to such power of attorney; and each Partner hereby waives any and all defenses that may be available
to contest, negate, or disaffirm the action of the General Partner and any such successor thereto, taken in good faith, under such
power of attorney.



ARTICLE XIII
GENERAL



13.1Choice of Law; Consent to Jurisdiction. This Agreement shall be subject to and governed by the laws of the State
of California, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement
to the laws of another state. Each of the Partners hereby consents to the jurisdiction of the state and federal courts in the State
of California. Venue for its enforcement shall be in Sacramento County, California.



13.2Notices. All notices or requests or approvals provided for or permitted to be given pursuant to this Agreement must
be in writing and may be given by depositing same in the United States mail, addressed to the Partner to be notified, postpaid,
and registered or certified with return receipt requested or by prepaid telegram or by delivering such notice to such Partner as
provided herein. Notices shall conclusively be deemed for all purposes of the Agreement to have been received and to be effective
(i) if mailed in accordance with the provisions of the immediately preceding sentence, upon the expiration of five (5)
business days after its deposit in the mail, (ii) if sent by overnight express delivery, the next business day after deposited
with a nationally recognized overnight courier, (iii) if given by facsimile, electronically or PDF, when transmitted to the
number or address of the Partner and the appropriate confirmation is received, and (iv) if personally delivered, upon actual
delivery of such notice to the address of the Partner to be notified. For purposes of notice the address of each Partner shall
be the address specified for such Partner in Exhibit A. Each Partner may change its address for notice by the giving
of written notice thereof to the General Partner in the manner hereinabove stated.









13.3Entire Agreement. This Agreement constitutes the entire agreement of the Partners relating to the matters contained
herein, superseding all prior contracts or agreements, whether oral or written. For clarity, the provisions of the Restrictive
Agreements are intended to survive and are not affected hereby.



13.4Effect of Waiver of Consent. No waiver or consent, express or implied, by any Partner to or of any breach or default
by any Partner in the performance by such Partner of its obligations hereunder shall be deemed or construed to be a consent or
waiver to or of any other breach or default in the performance by such Partner of the same or any other obligations of such Partner
hereunder.



13.5Amendment or Modification. This Agreement may be amended or modified from time to time in the manner specified in
this Section 13.5. With respect to amendments (i) altering the priority of distributions set forth in ARTICLE VII
or ARTICLE XI, (ii) altering the Percentage Interests of the Limited Partners (except changes in the Partners'
Percentage Interests resulting from (A) the admission of additional or substitute Limited Partners or (B) purchases or
sales or other Dispositions of any Limited Partner interests pursuant to this Agreement, or (C) other adjustments of existing
Partners' Percentage Interests pursuant to this Agreement), (iii) altering the purposes of the Partnership, or (iv) altering
the limitations on the authority of the General Partner, this Agreement may not be amended unless such amendment is approved by
the General Partner and the Limited Partners affected by such amendment. With respect to all amendments other than those specified
in the second sentence of this Section 13.5, this Agreement can be amended if such amendment is approved by the General
Partner and a Super Required Interest. Notwithstanding any other provision of this Agreement, without the approval of the Limited
Partners (and, to the extent, if any, that such approval may be required by applicable law, each Limited Partner hereby irrevocably
grants such approval), the General Partner may make (and file with the appropriate public officials) such amendments or modifications
to this Agreement as may be necessary to effect changes resulting from the admission of additional or substitute Partners to the
Partnership or purchases or sales or other Dispositions of any Limited Partner's Partnership interests pursuant to this Agreement.
Each such instrument shall be reduced to writing.



13.6Binding Effect. Subject to the restrictions on transfers and encumbrances set forth herein, this Agreement shall
be binding upon and shall inure to the benefit of the Partners and their respective heirs, legal representatives, successors, and
permitted assigns.



13.7Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but all of which
together shall constitute one agreement, binding on all of the parties hereto notwithstanding that all of the parties hereto are
not signatories to the same counterpart.



13.8Severability. If any provision of this Agreement or the application thereof to any Person or circumstance shall be
held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other Persons
or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.









13.9Headings. The headings in this Agreement are inserted for convenience and identification only and are not intended
to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof.



13.10Terminology. Whenever the context requires, the gender of all words used in this Agreement shall include the masculine,
feminine, and neuter, and the number of all words shall include the singular and the plural. All references to Section and Article
numbers refer to Sections and Articles in this Agreement.



13.11Additional Documents. In connection with this Agreement, as well -as all transactions contemplated by
this Agreement, each Partner hereto agrees to execute and deliver such additional documents and instruments and to perform such
additional acts as may be necessary or appropriate to effectuate, carry out, and perform all of the terms, provisions, and conditions
of this Agreement and all such transactions.



13.12Waiver of Certain Rights. Each Partner irrevocably waives any right it might have to maintain any action for dissolution
of the Partnership (except as specifically provided to the contrary in ARTICLE XI) or to maintain any action for partition
of the property of the Partnership.



13.13Deemed Assent. The failure of any Limited Partner to respond, within the response period set forth in the request
in question (which response period shall not be less than five (5) Days nor more than fifteen (15) Days from the date
on which the Limited Partner in question is deemed to have received such request pursuant to Section 13.2), either
in the affirmative or in the negative to any request it receives from the General Partner relating to a proposed act in respect
of which such Limited Partner is entitled to vote pursuant to this Agreement shall conclusively be deemed for all purposes to be
a vote by such Limited Partner in favor of the act proposed by the General Partner.



13.14Exhibits and Schedules. Any reference made in this Agreement to an Exhibit or Schedule is a reference to an Exhibit
or Schedule of this Agreement.



13.15Spouses' Community Interest Subject to Agreement; Spousal Consent. The respective spouses of the individual Partners
join in the execution of this Agreement to evidence that the respective community interest of each, if any, in and to any of the
Partner's Partnership interest is subject to the terms and provisions of this Agreement in all respects, as if each of such spouses
was a Partner with respect to such community interests. Any option to purchase a Partner's Partnership interests pursuant to this
Agreement shall include any interest therein owned by the spouse of such Partner.



13.16Confidentiality.



(a)This Agreement and all financial statements, tax reports, portfolio valuations, reviews or analyses of potential or actual
investments, reports or other materials and all other documents and information concerning the affairs of the Partnership and its
operations, including, without limitation, information about the Projects (collectively, the “Confidential Information”),
that any Limited Partner may receive or that may be disclosed, distributed or disseminated (whether in writing, orally, electronically
or by other means) to any Limited Partner or its representatives, including Confidential Information disclosed to members of the
Partner Committee, pursuant to or in accordance with this Agreement, or otherwise as a result of its ownership of an interest in
the Partnership, constitute proprietary and confidential information about the Partnership, the General Partner and its Affiliates
(the “Affected Parties”). Each Limited Partner acknowledges and agrees that the Affected Parties derive independent
economic value from the Confidential Information not being generally known and that the Confidential Information is the subject
of reasonable efforts to maintain its secrecy. Each Limited Partner further acknowledges and agrees that the Confidential Information
is a trade secret, the disclosure of which is likely to cause substantial and irreparable competitive harm to the Affected Parties
or their respective businesses.









(b)Each Limited Partner agrees to hold all Confidential Information in confidence, and not to disclose any Confidential Information
to any third party without the prior written consent of the General Partner. Notwithstanding the preceding sentence, each Limited
Partner may disclose such Confidential Information: (i) to its officers, directors, trustees, equity owners, wholly-owned subsidiaries,
employees and outside experts, and any party seeking to acquire all or substantially all of the assets of a Limited Partner (including
but not limited to its attorneys and accountants) on a “need to know” basis, so long as such persons are bound by the
same duties of confidentiality to the Partnership as such Limited Partner, and so long as such Limited Partner shall remain liable
for any breach of this Section 13.16 by such persons; (ii) to the extent that such information is required to be
disclosed in connection with any civil or criminal proceeding; (iii) to the extent that such information is required to be disclosed
by applicable law in connection with any governmental, administrative or regulatory proceeding or filing (including any inspection
or examination or any disclosure necessary in connection with a request for information made under a state or federal freedom of
information act or similar law), after reasonable prior written notice to the General Partner (except where such notice is expressly
prohibited by law); (iv) to the extent that such information was received from a third party not subject to confidentiality limitations
and such Limited Partner can establish that it rightfully received such information from such party other than as a result of the
breach of this Section 13.16; (v) to the extent such information was rightfully in such Limited Partner’s possession
prior to the Partnership’s conveyance of such information to such Limited Partner, as evidenced by the Limited Partner’s
prior written records; or (vi) to the extent that the information provided by the Partnership is otherwise available in the public
domain in the absence of any improper or unlawful action on the part of such Partner. Any Limited Partner seeking to make disclosure
in reliance on the foregoing clauses (ii) and (iii) above, such Limited Partner shall use its best efforts to claim any relevant
exception under such laws or obligations which would prevent or limit public disclosure of the Confidential Information and provide
the General Partner immediate notice upon the Limited Partner’s receipt of a request for disclosure of any Confidential Information
pursuant to such laws or obligations.



(c)Each Limited Partner also agrees that any document constituting or containing, or any other embodiment of, any Confidential
Information shall be returned to the Partnership upon the General Partner’s request, provided that each Limited Partner shall
be entitled to retain copies of the same for archival purposes.



(d)In addition, with respect to each Limited Partner that is subject to any “freedom of information,” “sunshine”
or other law, rule or regulation that imposes upon such Limited Partner an obligation to make information available to the public,
the Partnership hereby requests confidential treatment of the Confidential Information, and such Limited Partner shall use commercially
reasonable efforts to take such action as necessary for such Confidential Information to be exempt from disclosure, to the maximum
extent permitted under such law, rule or regulation.



(e)Each Limited Partner agrees to notify such Limited Partner’s attorneys, accountants and other similar advisers about
their obligations in connection with this Section 13.16 and will further cause such advisers to abide by the aforesaid
provisions of this Section 13.16. Notwithstanding the foregoing, no Limited Partner shall be liable to the Partnership
for any breach of this Section 13.16 by any adviser of such Limited Partner if the adviser is bound by an obligation
to keep such Confidential Information confidential and such Limited Partner agrees to enforce such obligation.









13.17Partnership Name. The Partnership shall have the exclusive right to use the Partnership name as long as the Partnership
continues. Upon termination of the Partnership, the Partnership shall assign whatever rights it may have in such name to the General
Partner. No value shall be placed upon the name or the goodwill attached to it for the purpose of determining the value of any
Partner’s Capital Account or interest in the Partnership.



13.18Counsel to the Partnership. Hanson Bridgett LLP has been engaged by the General Partner to represent the Partnership
in connection with this Agreement. As attorney for the Partnership, Hanson Bridgett LLP’s duties of care and loyalty will
be owed only to the Partnership and not to any Partner. Each Partner acknowledges (a) that he, she or it has consulted with or
has had the opportunity to consult with independent counsel of his, her or its own choice concerning this Agreement and has been
advised to do so by the Partnership, and (b) that he, she or it has read and understands this Agreement.



[Signatures contained on next page]











































IN WITNESS WHEREOF, the General Partner and
the Limited Partners have executed this Agreement effective as of the Effective Date.





| | General Partner:                                                                   |                                      
| | ---------------------------------------------------------------------------------- | -------------------------------------
| |                                                                                    |                                      
| | C and J Myers, Inc.,                                                               |                                      
| | a California corporation                                                           |                                      
| |                                                                                    |                                      
| |                                                                                    |                                      
| | By:                                                                                |                                      
| |                                                                                    | Clinton C. Myers, President          
| |                                                                                    |                                      
| |                                                                                    |                                      
| |                                                                                    |                                      
| | Limited Partners:                                                                  |                                      
| |                                                                                    |                                      
| | Sterling Construction Company, Inc.                                               
| | a Delaware corporation                                                             |                                      
| |                                                                                    |                                      
| |                                                                                    |                                      
| | By:                                                                                |                                      
| |                                                                                    | Paul Varello, Chief Executive Officer
| |                                                                                    |                                      
| |                                                                                    |                                      
| |                                                                                    |                                      
| | Clinton Charles Myers, Trustee of the Myers Family 2011 Trust dated March 17, 2011 |                                      
| |                                                                                    |                                      
| |                                                                                    |                                      
| |                                                                                    |                                      
| | Clinton W. Myers                                                                   |                                      

















[Signature Page]







EXHIBIT A



As of October __, 2015



|                                                                                                                                                                                                                                                                                        | Percentage Interests | Capital Accounts
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------- | ----------------
|General Partner
        C and J Myers, Inc.
        4600 Northgate Boulevard, Suite 100
        Sacramento, California 95834
        Fax: (916) 920-2246
        Email: cymyers@myers-sons.com
        
        Copy to Dan Wilcoxen,
Esq.
2114 K Street
Sacramento, CA 95816           | 1%                   |                 
|Total General Partner                                                                                                                                                                                                                                                                   | 1%                   |                 
|Limited Partners                                                                                                                                                                                                                                                                        |                      |                 
|Clinton W. Myers
4600 Northgate Boulevard, Suite 100
Sacramento, California 95834
Fax: (916) 920-2246
Email: cwmyers@myers-sons.com                                                                                                                                                     | 22%                  |                 
|Clinton Charles Myers, Trustee of the Myers
Family 2011 Trust dated March 17, 2011
4600 Northgate Boulevard, Suite 100
Sacramento, California 95834
Fax: (916) 920-2246
Email:  c/o Clinton W. Myers, cwmyers@myers-sons.com                                                            | 27%                  |                 
|Sterling Construction Company, Inc.
        Paul J. Varello, Chief Operating Officer
        1800 Hughes Landing Blvd. Suite 250
        The Woodlands, TX 77380
        Email: Paul.Varello@strlco.com
        
        Copy to Roger Barzun, General Counsel; Roger.Barzun@strlco.com | 50%                  |                 
|Total Limited Partners                                                                                                                                                                                                                                                                  | 99%                  |                 











EXHIBIT B



LIFE INSURANCE POLICY



(TO BE ADDED WITHIN 120 DAYS OF THE EFFECTIVE
DATE)











































EXHIBIT C



DISABILITY INSURANCE POLICY



(TO BE ADDED WITHIN 120 DAYS OF THE EFFECTIVE
DATE)



































SPOUSAL CONSENT
To Second Amended and Restated Limited Partnership Agreement
Of Myers & Sons Construction, L.P.
Effective as of November 19, 2015



By executing this Spousal Consent, the undersigned
spouse of Clinton C. Myers, a Limited Partner of Myers & Sons Construction, L.P., acknowledges that she has read
the Second Amended and Restated Limited Partnership Agreement effective as of November 19, 2015, all as amended from time to time,
and understands the restrictions on the transfer of shares imposed by such agreement. The undersigned spouse agrees to be bound
by the provisions of the Partnership's Certificate of Limited Partnership, and the agreement of limited partnership, all as amended
from time to time, and further agrees to not transfer any community property interest or quasi-community property interest she
may have in partnership interests of the Partnership except in accordance with such agreement.





|Dated:  November 19, 2015 |              | 
|------------------------- | ------------ | 
|                          | Signature    | 
|                          |              | 
|                          |              | 
|                          | Printed Name |