490010.0002 WEST 203609797 v3

In connection with your consideration of a possible transaction (the “Equity Financing

Transaction”) between you and Cyrano Group (“Cyrano” and together with you, the “Parties”) relating

to Cyrano Group’s interest in acquiring (an “Acquisition Transaction” and together with the Equity

Financing Transaction, the “Transactions”) a publicly held construction company whose name will be

disclosed to you after your execution of this Agreement (“PubCo”), Cyrano is prepared to make available

to you and your Representatives (as hereinafter defined) certain information that is non-public,

confidential or proprietary in nature relating to Cyrano and/or PubCo, including PubCo’s name. As a

condition to any such information being furnished to you or your Representatives, you agree that you

will, and will cause your Representatives to, treat any such information in accordance with, and

otherwise

comply with, the terms and conditions set forth in this letter agreement (this “Agreement”).

1. Certain Defined Terms.

(a) The term “Representative” means, as to any person, such person’s affiliates, and

its and their respective directors, officers, managers, employees, financial advisors, legal counsel and

accountants; the term “affiliate” has the meaning given to that term in Rule 12b-2 of the General Rules

and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and the

term “person” means any natural person or legal entity, including, without limitation, any corporation,

general or limited partnership, limited liability company, trust, or other entity or company.

(b) The term “Evaluation Material” means all information that concerns or relates to

Cyrano or PubCo (including its subsidiaries), whether oral, written, graphic, photographic, electronic,

visual or otherwise, whether prepared by Cyrano or PubCo, the Representatives of Cyrano or PubCo or

otherwise, and whether furnished prior to or after the execution of this Agreement, that is furnished to

you

or any of your Representatives by or on behalf of Cyrano or PubCo or any of the Representatives of

Cyrano or PubCo, and all copies of such information and all memoranda, notes, reports, analyses,

forecasts, summaries, data, compilations, studies and other materials prepared by you or any of your

Representatives containing, reflecting, interpreting or based upon, in whole or in part, any such

information. The term “Evaluation Material” does not include information that (i) has become generally

available to the public other than as a result of a disclosure by you or your Representatives in breach of

the terms hereof, (ii) was in your possession prior to first being furnished to you or any of your

Representatives by or on behalf of Cyrano or PubCo or any of the Representatives of Cyrano or PubCo,

provided that the source of such information was not known to you or any of your Representatives to be

bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of

confidentiality to, Cyrano, PubCo or any other person that prohibited such disclosure, or (iii) has become

available to you or your Representatives from a source other than Cyrano or PubCo or any of the

Representatives of Cyrano or PubCo, provided that the source of such information was not known to

you

or any of your Representatives to be bound by a confidentiality agreement with, or other contractual,

legal

or fiduciary obligation of confidentiality to, Cyrano, PubCo or any other person that prohibited such

disclosure.

2. Use and Disclosure of Evaluation Material. You recognize and acknowledge the

competitive value and confidential nature of the Evaluation Material and the damage that could result

to

Cyrano and PubCo if any information contained therein is disclosed to a third party. Except with

Cyrano’s prior written consent or in accordance with Paragraph 4 below, you will not disclose any of the

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Evaluation Material to any person other than to your Representatives who need to know such

information

for the sole purpose of evaluating and negotiating the Equity Financing Transaction on your behalf;

provided that prior to any such disclosure (x) you advise such Representative of the confidential nature

of

the Evaluation Material and the terms of this Agreement and (y) such Representative agrees with you to

keep the Evaluation Material confidential in accordance with the terms hereof and to observe the other

terms of this Agreement applicable to your Representatives. You agree that you and your

Representatives

(i) will use the Evaluation Material solely for the purpose of evaluating and negotiating the Equity

Financing Transaction and for no other purpose, including, without limitation, in any way detrimental to

Cyrano or PubCo and (ii) will keep the Evaluation Material confidential and will not disclose any of the

Evaluation Material in any manner whatsoever. You will be responsible for any breach by any of your

Representatives of the terms of this Agreement that are applicable to your Representatives to the same

extent as if your Representatives were parties hereto and agree to take at your sole expense all

reasonable

measures to restrain your Representatives from prohibited or unauthorized use or disclosure of the

Evaluation Material. You agree to promptly notify Cyrano of any unauthorized disclosure or release of

Evaluation Material and to use your reasonable efforts to retrieve the same.

3. Information about the Transactions. Except as provided in Paragraph 4 below, or

except as expressly permitted by a definitive agreement with respect to the Equity Financing

Transaction,

if any, entered into between the Parties, you agree that, without Cyrano’s prior written consent, you will

not, and shall cause your Representatives not to, disclose to any person (other than your

Representatives

who need to know such information for the purpose of evaluating and negotiating the Equity Financing

Transaction on your behalf) any information regarding the Transactions (“Transaction Information”),

including, without limitation (i) the fact that Cyrano or PubCo is considering the Acquisition Transaction

or that discussions or negotiations are taking place concerning a possible Acquisition Transaction, (ii) any

of the terms, conditions or other facts with respect to the Acquisition Transaction, including the status

thereof, or (iii) that this Agreement exists or the terms hereof, or that Evaluation Material has been

made

available to you or your Representatives.

4. Required Disclosure. If you or any of your Representatives is requested or required to

disclose any Evaluation Material or any Transaction Information in connection with any judicial or

administrative proceedings or by any governmental, regulatory or stock exchange authorities having

appropriate jurisdiction (by order, deposition, interrogatories, requests for information or documents,

subpoena, civil investigative demand or similar process) where such request or requirement is not

caused

by any voluntary action or proposed action by you or any of your Representatives, you will, unless

prohibited by law, notify Cyrano promptly in writing of the existence, terms and circumstances

surrounding such a request or requirement so that Cyrano may, in its sole discretion, seek a protective

order or other appropriate remedy and/or waive compliance with the terms of this Agreement. You will

not oppose, and upon Cyrano’s request, you agree to assist Cyrano in seeking a protective order or

other

remedy. If in the absence of a protective order or other remedy or the receipt of a waiver from Cyrano,

you (or your Representative) is, nonetheless on the advice of outside legal counsel, legally required to

disclose any Evaluation Material or Transaction Information, you (or your Representative) may make

such disclosure without liability under this Agreement, provided that you (or your Representative)

furnishes only that portion of the Evaluation Material or Transaction Information that is legally required

to be disclosed, you give Cyrano notice of the information to be disclosed as far in advance of its

disclosure as practicable and you use your commercially reasonable efforts to assist Cyrano, in obtaining

an appropriate protective order or other reliable assurance that confidential treatment will be accorded

to

all such disclosed Evaluation Material or Transaction Information.

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[Date]

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5. Ownership, Return and Destruction of Evaluation Material. All Evaluation Material

provided pursuant to this Agreement will remain the property of Cyrano and PubCo, as applicable, and

neither this Agreement nor any disclosure of Evaluation Material pursuant hereto shall be construed as

granting (expressly or by implication) to you or any of your Representatives any license or other

intellectual property right with respect to any of the Evaluation Material. If Cyrano decides that it does

not wish to proceed with the Equity Financing Transaction, it will promptly inform you of such decision.

In such event, or at any time at the request of Cyrano in its sole discretion and for any reason or no

reason, you will promptly either destroy or deliver to Cyrano all Evaluation Material and cause your

Representatives to do the same (and, if requested by Cyrano, an authorized officer of your company will

confirm in writing compliance with this provision to Cyrano within 20 days of the foregoing decision or

request). Notwithstanding the return or destruction of the Evaluation Material, you and your

Representatives will continue to be bound by the obligations of confidentiality and the other applicable

obligations and agreements under this Agreement.

6. Inquiries for Information. Unless otherwise agreed to by Cyrano in writing, you and

your Representatives will submit and direct all communications to Cyrano or its Representatives

regarding the Transactions (including without limitation, requests for additional information, inquiries,

requests for access to personnel or other business contacts, requests for facility tours, and discussions

or

questions regarding procedures), only to the persons listed on Annex A hereto or to such other person

or

persons as specifically designated in writing by Cyrano for such purposes. Except as provided for in this

Paragraph 6 and without limiting the generality of the confidentiality and non-disclosure obligations set

forth in this Agreement, in no event will you or your Representatives, without Cyrano’s prior written

consent, communicate directly or indirectly with any director, officer, employee, trustee, member,

agent,

customer, supplier, licensee, licensor, lender or business partner of PubCo or any of its subsidiaries

concerning PubCo, PubCo’s assets, business, operations, affiliates, personnel, prospects or finances, the

Evaluation Material or the Transactions.

7. No Representations or Warranties. You acknowledge and agree that neither Cyrano

nor any of its Representatives, (i) has made or makes any express or implied representation or warranty

as

to the accuracy or completeness of the Evaluation Material, or (ii) except as may be provided in any

definitive agreement regarding the Equity Financing Transaction, will have any liability whatsoever

(including, without limitation, in contract, tort, under federal or state securities laws or otherwise) to

you

or any of your Representatives resulting from or relating to any use of the Evaluation Material or any

errors therein or omissions therefrom. You further agree that you are not entitled to, and will not, rely

on

the accuracy or completeness of the Evaluation Material, and that you will only be entitled to rely on

such

representations and warranties as may be included in any definitive agreement with respect to the

Equity

Financing Transaction, when, as and if executed and delivered, and subject to such limitations and

restrictions as may be contained therein.

8. No Agreement as to the Equity Financing Transaction. You understand and agree

that no contract or agreement providing for the Equity Financing Transaction shall be deemed to exist

between the Parties unless and until a definitive agreement has been executed and delivered, and until

such time, Cyrano will not be under any legal obligation of any kind whatsoever with respect to the

Equity Financing Transaction by virtue of this Agreement (except for the matters specifically agreed to

herein) or otherwise or by virtue of any written or oral communications with respect to the Equity

Financing Transaction by either Cyrano or any of its Representatives. Under no circumstances will any

oral understanding between the Parties with respect to the Equity Financing Transaction be a binding

contract. You understand and agree that Cyrano reserves the right, in its sole discretion, for any reason

or

no reason, to provide or not provide Evaluation Material to you or your Representatives under this

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Agreement, to reject any and all proposals made by you or on your behalf with regard to the Equity

Financing Transaction, to terminate discussions and negotiations with you at any time, and to conduct,

change and terminate any process for the Equity Financing Transaction as Cyrano in its sole discretion,

for any reason or no reason, may determine (including, without limitation, negotiating with any other

interested parties and entering into a definitive agreement without prior notice to you or any of your

Representatives), and neither you nor any of your Representatives will have any claims whatsoever

against Cyrano or any of its Representatives in respect of any such actions.

9. Standstill. You agree that, except as expressly provided in this Agreement, for a period

of 18 months from the date of this Agreement (the “Standstill Period”), unless such action shall have

been specifically invited in writing by Cyrano (it being understood that execution of this Agreement by

Cyrano does not constitute such an invitation), you will not, and will cause your Representatives not to,

directly or indirectly, (i) effect or seek, offer or propose (whether publicly or otherwise and whether or

not subject to conditions) to effect or seek, or announce any intention to effect or seek, or cause or

otherwise participate in, (a) any acquisition of, or obtaining any economic interest in, any right to direct

the voting or disposition of, or any other right with respect to, any securities of PubCo or any of its

subsidiaries (or any rights, options or other securities convertible into or exercisable or exchangeable for

such securities or any contract right or security measured by the price or value of any securities of

PubCo

or any of its subsidiaries, including without limitation any swaps or other derivative arrangements), (b)

any tender or exchange offer, consolidation, acquisition, merger, joint venture or other business

combination involving PubCo or any of its subsidiaries or all or a material portion of the assets of the

PubCo or any of its subsidiaries, (c) any recapitalization, restructuring, liquidation, dissolution or other

extraordinary transaction with respect to PubCo or any of its subsidiaries, or (d) any “solicitation” of

“proxies” (as such terms are defined in Regulation 14A promulgated by the Securities and Exchange

Commission) or consents to vote any voting securities of PubCo or any of its subsidiaries from any

holder

of any voting securities of PubCo or any of its subsidiaries, or otherwise advise any person with respect

to

the voting of any voting securities of PubCo or any of its subsidiaries, (ii) form, join, become a member

of, or in any way participate in, a “group” (within the meaning of Rule 13d-5(b)(l) promulgated under the

Exchange Act) with respect to any voting or other securities of PubCo or any of its subsidiaries or any

securities convertible into or exercisable or exchangeable for any voting or other securities of PubCo or

any of its subsidiaries or otherwise act in concert with any person in respect of any such securities, (iii)

call, request, or seek to have called any meeting of the stockholders of PubCo or execute any written

consent in lieu of a meeting of holders of any securities of PubCo, (iv) otherwise seek representation on

or to control or influence the management, Board of Directors, shareholders or policies of PubCo or any

of its subsidiaries, or take any action to prevent or challenge any business combination or similar

transaction to which PubCo or any of its subsidiaries is a party, (v) request that Cyrano or any of its

Representatives amend or waive any provisions of this paragraph, or make any public announcement

with

respect to the restrictions of this paragraph or any plan, arrangement or intention with respect to any of

the actions restricted by this paragraph or take any action, or make or permit your Representatives to

take

any action, that might force PubCo or any of its subsidiaries to make a public announcement or other

public disclosure regarding any of the types of matters set forth in clauses (i), (ii), (iii) or (iv) above, or

(vi) advise, assist, or knowingly encourage, or direct any person to advise, assist or knowingly encourage

any other persons with respect to any of the foregoing prohibited conduct. During the Standstill Period,

you will immediately notify Cyrano in writing if you, or any of your Representatives, are contacted by

any person or entity in regard to any of the actions described above and will provide full disclosure to

Cyrano as to the nature and substance of such contact and the parties involved.

10. Nonsolicitation. You agree that for a period of 18 months from the date of this

Agreement, you will not, and will cause your affiliates not to, directly or indirectly, or solicit for

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employment or employ any employee of Cyrano or PubCo (including its subsidiaries); provided,

however, that the foregoing provision shall not preclude you or your affiliates from conducting

generalized searches for employment (including through the use of general advertisements, search firms

and internet postings) not targeted towards employees of Cyrano or PubCo (including its subsidiaries) or

from hiring any person who (i) responds thereto, or (ii) contacts you or your affiliates on his or her own

initiative without any prior solicitation by you or your affiliates.

11. Securities Laws. You acknowledge that you are aware, and will inform your

Representatives who are informed as to the matters that are the subject of this Agreement, that the

United

States securities laws prohibit any person who has material, non-public information about a company

that

was obtained directly or indirectly from that company from purchasing or selling securities of such

company or from communicating such information to any other person under circumstances in which it

is

reasonably foreseeable that such other person is likely to purchase or sell such securities.

12. Term. Except as otherwise expressly provided herein, the obligations of the Parties

under this Agreement will terminate on the third anniversary of the date of this Agreement.

Notwithstanding the foregoing, Paragraphs 13 and 14 shall survive the termination of this Agreement.

13. Privileged Information. To the extent that any Evaluation Material includes materials

or other information that may be subject to the attorney-client privilege, work product doctrine or any

other applicable privilege or doctrine concerning any pending, threatened or prospective action, suit,

proceeding, investigation, inquiry, arbitration or dispute, the Parties acknowledge and agree that they

have a commonality of interest with respect to such action, suit, proceeding, investigation, inquiry,

arbitration or dispute, and agree that it is their mutual desire, intention and understanding that the

sharing

of such materials and other information is not intended to, and shall not, affect the confidentiality of

any

of such materials or other information or waive or diminish the continued protection of any of such

materials or other information under the attorney-client privilege, work product doctrine or other

applicable privilege or doctrine. Accordingly, all Evaluation Material that is entitled to protection under

the attorney-client privilege, work product doctrine or other applicable privilege or doctrine shall remain

entitled to protection thereunder and shall be entitled to protection under the joint defense doctrine,

and

you agree to take all commercially reasonable measures necessary to preserve, to the fullest extent

possible, the applicability of all such privileges and doctrines.

14. General.

(a) Entire Agreement. This Agreement constitutes the entire agreement and

understanding of the Parties in respect of the subject matter hereof and supersedes all prior

understandings, agreements or representations by or among the Parties, written or oral, to the extent

they

relate in any way to the subject matter hereof.

(b) Assignment; Binding Effect. No Party may assign this Agreement or any of its

rights, interests or obligations hereunder without the prior written consent of the other Party, and any

purported assignment by a Party without prior written consent of the other Party will be null and void

and

not binding on such other Party. Subject to the preceding sentence, all of the terms, agreements,

covenants, representations, warranties and obligations of this Agreement are binding upon, and inure to

the benefit of and are enforceable by, the Parties and their respective successors and assigns.

(c) Notices. All notices under this Agreement must be in writing and given by

personal delivery, by United States Express Mail or a nationally recognized overnight delivery service for

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next day delivery, or by facsimile transmission, to the persons and at the addresses set forth in Annex B

hereto (or to such other person and address as a Party may give in a notice given in accordance with the

provisions hereof). Notice will be effective and deemed given only as follows: (i) if given by personal

delivery, upon such personal delivery, (ii) if sent for next day delivery by United States Express Mail or

overnight delivery service, on the date of delivery as confirmed by written confirmation of delivery, or

(iii) if sent by facsimile, upon confirmation by the transmitting equipment of successful transmission,

except that if such confirmation occurs after 5:00 p.m. (in the recipient’s time zone) on a business day,

or

occurs on a day that is not a business day, then such notice, request or communication will not be

deemed

effective or given until the next succeeding business day. Notices sent in any other manner, including by

electronic mail, will not be effective.

(d) Equitable Relief; Remedies. You acknowledge and agree that Cyrano and PubCo

would be damaged irreparably and would not have an adequate remedy at law if any provision of this

Agreement is not performed in accordance with its specific terms or is otherwise breached. Accordingly,

in addition to any other remedy to which Cyrano and/or PubCo may be entitled, at law or in equity,

Cyrano and PubCo will be entitled to an injunction or injunctions to prevent breaches or threatened

breaches of the provisions of this Agreement and to enforce specifically this Agreement and its

provisions, without bond or other security being required and without any proof of actual damages. The

rights, obligations and remedies created by this Agreement are cumulative and in addition to any other

rights, obligations or remedies otherwise available at law or in equity. Nothing herein will be considered

an election of remedies or a waiver of the right to pursue any other right or remedy to which a Party

may

be entitled.

(e) Governing Law. This Agreement will be governed by and construed in

accordance with the laws of the State of New York, without giving effect to any choice of law principles

that would result in the application of the laws of any other jurisdiction.

(f) Headings. The paragraph headings contained in this Agreement are inserted for

convenience only and will not affect in any way the meaning or interpretation of this Agreement.

(g) Amendment. This Agreement may not be amended or modified except by a

writing signed by both of the Parties.

(h) Extension of Time; Waiver. Either Party may, for itself only, (i) extend the time

for the performance of any of the obligations of the other Party under this Agreement, and/or (ii) waive

compliance with any of the agreements or conditions for such Party’s benefit contained herein. Any

such

extension or waiver will be valid only if set forth in a writing signed by the Party granting such extension

or waiver. No waiver by a Party of any default, misrepresentation or breach hereunder, whether

intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation or

breach hereunder or affect in any way any rights arising because of any prior or subsequent occurrence.

No failure or delay of a Party to exercise any right or remedy under this Agreement will operate as a

waiver thereof, and no single or partial exercise of any right or remedy will preclude any other or further

exercise of the same, or of any other, right or remedy.

(i) Submission to Jurisdiction. Each Party agrees that any action or proceeding

(whether based on contract, tort or otherwise) between the Parties seeking to enforce any provision of,

or

arising out of or relating to, this Agreement or the transactions contemplated hereby must be brought

and

determined exclusively in the United States District Court for the Southern District of New York or any

New York State court located in the Borough of Manhattan in New York City, as well as all courts from

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which an appeal may be taken or other review sought from the aforesaid courts (collectively, the

“Chosen

Courts”). Each Party (i) irrevocably and unconditionally consents and submits to the exclusive

jurisdiction and venue of the Chosen Courts in any such action or proceeding, (ii) agrees that it will not

bring any such action or proceeding other than in the Chosen Courts and will not attempt to deny or

defeat such jurisdiction by motion or other request for leave from any such Chosen Court, and (iii)

irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may

now or hereafter have to the laying of the venue of any such action or proceeding in any such Chosen

Court or that any such action or proceeding brought in any such Chosen Court has been brought in an

inconvenient forum. Each Party agrees that a final judgment in any such action or proceeding shall be

conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner

provided by law. Process in any such action or proceeding may be served on any Party anywhere in the

world, whether within or without the jurisdiction of any such Chosen Court.

(j) Counterparts. This Agreement may be executed in two or more counterparts,

each of which will be deemed an original but all of which together will constitute one and the same

instrument. This Agreement will become effective when one or more counterparts have been signed by

each of the Parties and delivered to the other Party, it being understood that all Parties need not sign

the

same counterpart.

(k) Severability. The provisions of this Agreement will be deemed severable and the

invalidity or unenforceability of any provision will not affect the validity or enforceability of the other

provisions hereof.

[SIGNATURE PAGE FOLLOWS]

490010.0002 WEST 203609797 v3

If you are in agreement with the foregoing, please sign and return the enclosed copy of this letter

which will constitute the Agreement with respect to the subject matter of this letter as of the date first

above written.

Very truly yours,

Cyrano Group

By:

Name:

Title:

AGREED AND ACCEPTED:

[Insert name of counter-party company]

By:

Name:

Title:

490010.0002 WEST 203609797 v3

Annex A

Designated Contact Persons

(per Paragraph 6 of the Agreement)

[insert contact information]

490010.0002 WEST 203609797 v3

Annex B

Names, Addresses and Fax Numbers of Persons

Designated to Receive Notices

(per Paragraph 14(c) of the Agreement)

[insert information]