exv4w5



 







SEE REVERSE FOR STOCK TRANSFER

RESTRICTION LEGEND




	 	 	 	 	 
	NUMBER

	 	 	 	SHARES
	 
	 	 	 	 
	OC

	 	OAKHURST COMPANY, INC.	 	 
	 
	 	 	 	 
	 

	 	INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE	 	 
	 

	 	COMMON STOCK
	 	SEE REVERSE FOR
	 

	 	 	 	CERTAIN DEFINITIONS
	 
	 	 	 	 
	 

	 	 	 	CUSIP 859241 10 1
	 
	 	 	 	 
	THIS CERTIFIES THAT
	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	is the owner of
	 	 	 	 






FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $.01 PER SHARE OF THE COMMON STOCK OF




OAKHURST COMPANY, INC.

NAME CHANGED TO

STERLING CONSTRUCTION COMPANY, INC.




transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this certificate properly endorsed.




     This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.




     WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.




Dated




	 	 	 	 	 
	/s/ Karen A. Stempenski

	 	(OAKHURST COMPANY SEAL)
	 	/s/ Patrick T. Manning
	 
	 	 	 	 
	VICE PRESIDENT, TREASURER

	 	 	 	CHAIRMAN OF THE BOARD, PRESIDENT






COUNTERSIGNED AND REGISTERED



AMERICAN STOCK TRANSFER & TRUST COMPANY



(NEW YORK, N.Y.)




TRANSFER AGENT AND REGISTRAR,




BY




AUTHORIZED SIGNATURE















 







STOCK TRANSFER RESTRICTION




     Transfer of shares of Common Stock represented by this certificate is limited by the
provisions of Article SIXTH of the certificate of incorporation of the Corporation
which generally prohibits transfers which would cause (X) the Ownership Interest Percentage (as
defined in Article SIXTH) of the transferee or any person to exceed four and one-half (4.5%) percent
or (Y) any increase in the Ownership Interest Percentage of the transferee or any other person
if the Ownership Interest Percentage of such transferee or any such other person exceeded for and one-half (4.5%)
percent before such transfer. Refer to Article SIXTH of the certificate of incorporation of the Corporation
for a full statement of the restrictions on transfer.


 




     The Corporation will furnish without charge to each stockholder who so requests a statement of the powers,
designations, preferences and relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Such
request may be addressed to the Secretary of the Corporation or to the Transfer Agent and Registrar named on the
face of this Certificate.




The following abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to applicable laws or regulations:





	 	 	 	 	 
	TEN COM

	 	—
	 	as tenants in common
	TEN ENT

	 	—
	 	as tenants by the entireties
	JT TEN

	 	—
	 	as joint tenants with right of
survivorship and not as tenants
in common









	 	 	 	 	 	 	 	 	 
	UNIF GIFT MIN ACT —

	 	 	 	 	 	Custodian	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	(Cust)
	 	 	 	 	 	(Minor)
	 	 	under Uniform Gifts to Minors
	 	 	Act	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	(State)
	 	 











Additional abbreviations may also be used though not in the above list.





     For Value Received,                                          hereby sell, assign and transfer unto



	 	 	 
	PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

	 	 
	 

	 	 





 



(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)



 



 




	 	 	 
	 

	 	Shares
	 
	 	 
	of the capital stock represented by this Certificate, and do hereby irrevocably constitute and appoint






	 	 	 
	 

	 	Attorney
	 
	 	 
	to transfer the said shares on the books of the named Corporation with full power of substitution in the premises.





Dated                                         




	 	 	 
	 
	 	 
	 
	 	 
	 
	 	 
	 

	 	 
	 

	 	NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER





Signature(s) Guaranteed:




	 	 	 
	 
	 	 
	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS
WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT
TO S.E.C. RULE 17Ad-15.