0001171843-16-008985 Sample Contracts

DEED OF TRUST and SECURITY AGREEMENT
Trust and Security Agreement • April 4th, 2016 • Sterling Construction Co Inc • Heavy construction other than bldg const - contractors • Texas

THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FINANCING STATEMENT ("Deed of Trust"), is entered into and effective on this ____ day of March, 2016, by TEXAS STERLING CONSTRUCTION CO. (hereinafter collectively referred to as “Grantor”), a subsidiary of STERLING CONSTRUCTION COMPANY, INC. a Delaware, whose address for notice hereunder is 1800 Hughes Landing Blvd., Suite 250, The Woodlands, TX 77380, and conveyed to CHRISTOPHER B. WELSH. Trustee (hereinafter referred to in such capacity as "Trustee"), whose address is 8150 N. Central Expressway, Suite 1150, Dallas, TX 75206, for the benefit of ROAD AND HIGHWAY BUILDERS, LLC, a Nevada limited liability company, and MYERS & SONS CONSTRUCTION, L.P., a California limited partnership (individually and collectively, “Beneficiary”), in their capacity as Lenders/Holders.

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CALL OPTION Agreement
Call Option Agreement • April 4th, 2016 • Sterling Construction Co Inc • Heavy construction other than bldg const - contractors • California

THIS CALL OPTION AGREEMENT (this “Agreement”) is made as of May 29, 2015 (the “Effective Date”), by and between Sterling Construction Company, Inc., a Delaware corporation (“Seller”), and Clinton W. Myers, an individual and Clinton Charles Myers, as trustee of the Myers Family 2011 Trust dated March 17, 2011 (collectively, “Buyer”).

ROAD AND HIGHWAY BUILDERS, LLC a Nevada limited liability company AMENDMENT 1 TO THE FOURTH AMENDED AND RESTATED OPERATING AGREEMENT
Road and Highway • April 4th, 2016 • Sterling Construction Co Inc • Heavy construction other than bldg const - contractors

THIS AMENDMENT 1 TO THE FOURTH AMENDED AND RESTATED OPERATING AGREEMENT (the "Agreement") of Road and Highway Builders, LLC, a Nevada limited liability company (the "Company" or “RHB”) is made, adopted and entered into as of November 28, 2015 (the "Effective Date") by and between each of the Members listed on Schedule I of the Agreement and signatory hereto.

AMENDMENT NUMBER 01 to CALL OPTION AGREEMENT
Call Option Agreement • April 4th, 2016 • Sterling Construction Co Inc • Heavy construction other than bldg const - contractors

This Amendment No. 1("Amendment No. 1") to the Call Option Agreement executed May 29th, 2015 (“COA”) is entered into by and between Sterling Construction Company, Inc. ("SCC") and Clinton W. Meyers, and individual and Clinton Charles Meyers, as trustee of the Meyers Family 2011 Trust dated March 17, 2011 (collectively "MEYERS"), and is made effective May 29th, 2015.

CALL OPTION Agreement
Call Option Agreement • April 4th, 2016 • Sterling Construction Co Inc • Heavy construction other than bldg const - contractors • California

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

ROAD AND HIGHWAY BUILDERS, LLC a Nevada limited liability company Fourth Amended and Restated Operating Agreement
Operating Agreement • April 4th, 2016 • Sterling Construction Co Inc • Heavy construction other than bldg const - contractors • Nevada

This FOURTH Amended and Restated Operating Agreement (this "Agreement") of Road and Highway Builders, LLC, a Nevada limited liability company (the "Company") is made, adopted and entered into as of October 19, 2015 (the "Effective Date") by and between each of the Members listed on Schedule I hereto and who are signatories hereof (the "Members").

STERLING CONSTRUCTION COMPANY, INC. [Amended] Award Agreement
Sterling Construction • April 4th, 2016 • Sterling Construction Co Inc • Heavy construction other than bldg const - contractors • Delaware

This 2015 Long-Term Incentive Program Award Agreement (this "Agreement") is made effective as of January 1, «First_Year» (the "Effective Date") and is entered into between you, «Plan_Participant», and Sterling Construction Company, Inc. (the "Company") pursuant to the Company's 2015 Long-Term Incentive Compensation Program, a copy of a description of which has been furnished to you (the "Program Description.") The shares and restricted stock units referred to in this Agreement are issued under the Company's Stock Incentive Plan, which is incorporated into this Agreement by this reference. In the event of a conflict between the terms of this Agreement and the Program Description, the terms of this Agreement will govern. In the event of a conflict between Program Description and the Stock Incentive Plan, the terms of the Stock Incentive Plan will govern.

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