Sterling Infrastructure Inc Watch

from 10-Q 4 pages Indenture or similar

from 8-A12B/A 3 pages Number Shares Countersigned: Broadridge Corporate Issuer Solutions, Inc. Transfer Agent By: Authorized Signature Dated: Incorporated Under the Laws of the State of Delaware Cusip 859241 10 1 See Reverse for Certain Definitions This Certifies That: Is the Owner of C O M M O N S T O C K Corporate Secretary and General Counsel Chief Financial Officer Sterling Infrastructure, Inc. STRL Fully Paid and Non-Assessable Shares of Common Stock of $0.01 Par Value Each of Sterling Infrastructure, Inc. Transferable on the Books of the Corporation by the Holder Thereof in Person or by Duly Authorized Attorney Upon Surrender of This Certificate Duly Endorsed or Assigned. This Certificate and the Shares Represented Hereby Are Subject to the Laws of the State of Delaware, and to the Certificate of Incorporation and Bylaws of the Corporation, as Now or Hereafter Amended. This Certificate Is Not Valid Until Countersigned by the Transfer Agent. Witness the Facsimile Seal of the Corporation and the Facsimile Signatures of Its Duly Authorized Officers. Proof Proof Proof Proof Proof Proof Proof Proof

from S-3ASR 70 pages #101193523v4 Sterling Infrastructure, Inc. Reconciliation and Tie Between Trust Indenture Act of 1939, as Amended, and Indenture, Dated as of , 20 Trust Indenture Act Section Indenture Section Section 310(a)(1) 6.9 (A)(2) 6.9 (A)(3) Not Applicable (A)(4) Not Applicable (A)(5) 6.9 (B) 6.8 Section 311 6.13 Section 312(a) 7.2(a) (B) 7.2(b) (C) 7.2(c) Section 313(a) 7.3 (B) * (C) * (D) 7.3 Section 314(a) 7.4 (A)(4) 10.5 (B) Not Applicable (C)(1) 1.3 (C)(2) 1.3 (C)(3) Not Applicable (D) Not Applicable (E) 1.3 Section 315(a) 6.1(a) (B) 6.2 (C) 6.1(b) (D) 6.1(c) (D)(1) 6.1(a)(1) (D)(2) 6.1(c)(2) (D)(3) 6.1(c)(3) (E) 5.14 Section 316(a) 1.1, 1.2 (A)(1)(a) 5.2, 5.12 (A)(1)(b) 5.13 (A)(2) Not Applicable (B) 5.8 (C) 1.5(f) Section 317(a)(1) 5.3 (A)(2) 5.4 (B) 10.3 Section 318(a) 1.8 Note: This Reconciliation and Tie Shall Not, for Any Purpose, Be Deemed to Be a Part of the Indenture. * Deemed Included Pursuant to Section 318(c) of the Trust Indenture Act

from 10-K 3 pages Description of Securities Registered Under Section 12 of the Exchange Act of 1934

from S-3 61 pages Sterling Construction Company, Inc. and U.S. Bank National Association Trustee Indenture Dated as of , 20 Debt Securities Sterling Construction Company, Inc. Reconciliation and Tie Between Trust Indenture Act of 1939, as Amended, and Indenture, Dated as of , 20

from 10-Q 20 pages This Warrant and Any Securities Acquired Upon Exercise of This Warrant Have Not Been Registered Under the Securities Act of 1933, as Amended, or Any State Securities Laws, and None of This Warrant, Such Securities or Any Interest Therein May Be Offered, Sold, Transferred, Pledged or Otherwise Disposed of Except Pursuant to an Effective Registration Statement Under Such Act or Such Laws or an Exemption From Registration Under Such Act and Such Laws

from 8-K 25 pages Sterling Construction Company, Inc. Registration Rights Agreement April 3, 2017

from S-3 57 pages Sterling Construction Company, Inc. and U.S. Bank National Association Trustee Indenture Dated as of , 20 Debt Securities Sterling Construction Company, Inc. Reconciliation and Tie Between Trust Indenture Act of 1939, as Amended, and Indenture, Dated as of , 20

from S-3 87 pages Sterling Construction Company, Inc. and Wells Fargo Bank, National Association Trustee Indenture Dated as of ___, 20___ Subordinated Debt Securities Sterling Construction Company, Inc. Reconciliation and Tie Between Trust Indenture Act of 1939, as Amended, and Indenture, Dated as of , 20

from S-3 72 pages Sterling Construction Company, Inc. and Wells Fargo Bank, National Association Trustee Indenture Dated as of , 20 Senior Debt Securities Sterling Construction Company, Inc. Reconciliation and Tie Between Trust Indenture Act of 1939, as Amended, and Indenture, Dated as of , 20

from 8-A12G 3 pages Stock Transfer Restriction

from S-1 ~20 pages Warrant to Purchase Common Stock

from 10-KT ~20 pages Warrant to Purchase Common Stock

from 10-K405 ~5 pages Certificate of Designation of Series a Pref Stock